N-CSR 1 main.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-2105

Fidelity Fixed-Income Trust
(Exact name of registrant as specified in charter)

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

Scott C. Goebel, Secretary

82 Devonshire St.

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

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

Date of fiscal year end:

August 31

 

 

Date of reporting period:

August 31, 2010

Item 1. Reports to Stockholders

Fidelity®
Corporate Bond
Fund

Annual Report

August 31, 2010

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Summary

<Click Here>

A summary of the fund's holdings.

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

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

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

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

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

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Abigail_P_Johnson)

Dear Shareholder:

A yearlong uptrend in global equity markets reversed course in late April 2010 when investor sentiment turned bearish due in great measure to concern that Europe's debt crisis would expand and slow or derail economic recovery. However, a bounceback in July helped to recover some of the ground that was lost. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

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

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

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

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

Sincerely,


(The chairman's signature appears here.)

Abigail P. Johnson

Annual Report

Shareholder Expense Example

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

The actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 4, 2010 to August 31, 2010). The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year period (March 1, 2010 to August 31, 2010).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Annual Report

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

 

Annualized
Expense Ratio

Beginning
Account Value

Ending
Account Value
August 31, 2010

Expenses Paid
During Period

Class A

.74%

 

 

 

Actual

 

$ 1,000.00

$ 1,057.80

$ 2.50 B

Hypothetical A

 

$ 1,000.00

$ 1,021.48

$ 3.77 C

Class T

.68%

 

 

 

Actual

 

$ 1,000.00

$ 1,057.10

$ 2.30 B

Hypothetical A

 

$ 1,000.00

$ 1,021.78

$ 3.47 C

Class C

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,054.60

$ 4.90 B

Hypothetical A

 

$ 1,000.00

$ 1,017.90

$ 7.38 C

Corporate Bond

.44%

 

 

 

Actual

 

$ 1,000.00

$ 1,058.80

$ 1.49 B

Hypothetical A

 

$ 1,000.00

$ 1,022.99

$ 2.24 C

Institutional Class

.42%

 

 

 

Actual

 

$ 1,000.00

$ 1,058.90

$ 1.42 B

Hypothetical A

 

$ 1,000.00

$ 1,023.09

$ 2.14 C

A 5% return per year before expenses

B Actual expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 120/365 (to reflect the period May 4, 2010 to August 31, 2010).

C Hypothetical expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

The fees and expenses of the underlying Fidelity Central Funds in which the Fund invests are not included in the Fund's annualized expense ratio.

Annual Report

Investment Summary (Unaudited)

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

Quality Diversification (% of fund's net assets)

As of August 31, 2010

fid110

U.S. Government and U.S.
Government Agency Obligations 13.0%

 

fid112

AAA 0.1%

 

fid114

AA 7.1%

 

fid116

A 25.5%

 

fid118

BBB 49.8%

 

fid120

BB and Below 5.4%

 

fid122

Short-Term Investments
and Net Other Assets (0.9)%

 

fid124

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

Weighted Average Maturity as of August 31, 2010

 

 

Years

10.8

Weighted Average Maturity (WAM) is a weighted average of all the maturities of the securities held in a fund. The weighted average maturity is based on the dollar-weighted average length of time until principal payments are expected or until securities reach maturity, taking into account any maturity shortening feature such as a call, refunding or redemption provision if it is probable that the issuer of the instrument will take advantage of such features.

Duration as of August 31, 2010

 

 

Years

6.3

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

Asset Allocation (% of fund's net assets)

As of August 31, 2010*

fid110

Corporate Bonds 86.0%

 

fid114

U.S. Government and U.S.
Government Agency Obligations 13.0%

 

fid118

Municipal Bonds 1.5%

 

fid129

Other Investments 0.4%

 

fid131

Short-Term Investments
and Net Other Assets (0.9)%

 

fid133

* Foreign investments

13.7%

 

* Futures and swaps

0.8%

 

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

A holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable.

Annual Report

Investments August 31, 2010

Showing Percentage of Net Assets

Nonconvertible Bonds - 40.2%

 

Principal Amount

Value

CONSUMER DISCRETIONARY - 6.3%

Auto Components - 1.0%

DaimlerChrysler NA Holding Corp. 5.875% 3/15/11

$ 1,250,000

$ 1,283,676

Household Durables - 0.4%

Fortune Brands, Inc.:

5.125% 1/15/11

380,000

385,653

5.375% 1/15/16

100,000

109,002

 

494,655

Media - 4.0%

Comcast Corp.:

5.7% 5/15/18

500,000

569,531

6.4% 3/1/40

493,000

563,328

Discovery Communications LLC 6.35% 6/1/40

221,000

250,456

NBC Universal, Inc. 6.4% 4/30/40 (a)

100,000

112,286

News America, Inc. 6.9% 8/15/39

600,000

720,952

Time Warner Cable, Inc. 6.75% 7/1/18

100,000

119,402

Time Warner, Inc.:

3.15% 7/15/15

2,100,000

2,158,643

6.2% 3/15/40

600,000

661,436

Viacom, Inc. 6.125% 10/5/17

100,000

117,282

 

5,273,316

Multiline Retail - 0.1%

Nordstrom, Inc. 4.75% 5/1/20

40,000

42,680

Target Corp. 3.875% 7/15/20

76,000

79,718

 

122,398

Specialty Retail - 0.8%

Home Depot, Inc. 5.875% 12/16/36

500,000

535,296

Lowe's Companies, Inc. 5.8% 4/15/40

500,000

582,976

 

1,118,272

TOTAL CONSUMER DISCRETIONARY

8,292,317

CONSUMER STAPLES - 1.6%

Food & Staples Retailing - 0.3%

Wal-Mart Stores, Inc. 5.625% 4/1/40

343,000

398,889

Food Products - 0.4%

Kraft Foods, Inc.:

6.125% 2/1/18

100,000

117,024

6.5% 2/9/40

350,000

416,377

 

533,401

Nonconvertible Bonds - continued

 

Principal Amount

Value

CONSUMER STAPLES - continued

Tobacco - 0.9%

Altria Group, Inc.:

4.125% 9/11/15

$ 530,000

$ 562,395

8.5% 11/10/13

76,000

90,494

Philip Morris International, Inc. 5.65% 5/16/18

400,000

465,926

 

1,118,815

TOTAL CONSUMER STAPLES

2,051,105

ENERGY - 5.1%

Energy Equipment & Services - 2.7%

Baker Hughes, Inc. 5.125% 9/15/40

500,000

524,044

DCP Midstream LLC 5.35% 3/15/20 (a)

100,000

107,945

El Paso Pipeline Partners Operating Co. LLC 6.5% 4/1/20

525,000

560,673

Halliburton Co. 7.45% 9/15/39

1,000,000

1,350,184

Noble Holding International Ltd.:

3.45% 8/1/15

330,000

341,522

6.2% 8/1/40

470,000

527,348

Pride International, Inc. 6.875% 8/15/20

90,000

94,275

 

3,505,991

Oil, Gas & Consumable Fuels - 2.4%

Anadarko Petroleum Corp.:

5.95% 9/15/16

305,000

302,216

6.375% 9/15/17

41,000

40,570

Apache Corp. 5.1% 9/1/40

100,000

103,443

El Paso Natural Gas Co. 5.95% 4/15/17

450,000

497,136

Kinder Morgan Energy Partners LP 6.55% 9/15/40

2,000

2,237

Midcontinent Express Pipel LLC 5.45% 9/15/14 (a)

330,000

351,576

Petrobras International Finance Co. Ltd.:

5.75% 1/20/20

200,000

214,375

6.875% 1/20/40

115,000

126,213

Plains All American Pipeline LP/PAA Finance Corp. 3.95% 9/15/15

450,000

469,158

Talisman Energy, Inc. 5.85% 2/1/37

670,000

701,945

TransCanada PipeLines Ltd. 6.1% 6/1/40

250,000

287,401

Williams Partners LP 3.8% 2/15/15

100,000

104,642

 

3,200,912

TOTAL ENERGY

6,706,903

Nonconvertible Bonds - continued

 

Principal Amount

Value

FINANCIALS - 17.7%

Capital Markets - 2.0%

Goldman Sachs Group, Inc.:

3.7% 8/1/15

$ 29,000

$ 29,358

5.375% 3/15/20

200,000

206,570

6.75% 10/1/37

325,000

332,750

Merrill Lynch & Co., Inc. 7.75% 5/14/38

450,000

514,917

Morgan Stanley:

4% 7/24/15

330,000

331,531

4.1% 1/26/15

100,000

102,051

5.5% 1/26/20

100,000

101,338

Royal Bank of Scotland PLC 3.4% 8/23/13

500,000

506,395

UBS AG Stamford Branch 2.25% 8/12/13

510,000

512,365

 

2,637,275

Commercial Banks - 6.3%

Comerica Capital Trust II 6.576% 2/20/37 (c)

1,091,000

1,014,630

Discover Bank 7% 4/15/20

650,000

695,388

Fifth Third Bancorp 8.25% 3/1/38

1,140,000

1,359,009

HSBC Holdings PLC 6.5% 9/15/37

100,000

115,544

JPMorgan Chase Bank 6% 10/1/17

2,542,000

2,867,737

KeyBank NA 7% 2/1/11

594,000

607,464

Marshall & Ilsley Bank 5% 1/17/17

14,000

13,279

Regions Financial Corp. 7% 3/1/11

630,000

636,909

SunTrust Bank 6.375% 4/1/11

462,000

475,580

SunTrust Capital VIII 6.1% 12/15/36 (c)

500,000

425,000

 

8,210,540

Consumer Finance - 0.5%

General Electric Capital Corp.:

5.875% 1/14/38

150,000

154,661

5.9% 5/13/14

430,000

486,221

 

640,882

Diversified Financial Services - 3.8%

BP Capital Markets PLC 3.625% 5/8/14

260,000

258,033

Capital One Capital V 10.25% 8/15/39

978,000

1,056,240

Capital One Capital VI 8.875% 5/15/40

100,000

105,250

Citigroup, Inc.:

5.375% 8/9/20

950,000

959,494

6.5% 8/19/13

200,000

218,734

6.875% 3/5/38

325,000

352,874

8.5% 5/22/19

100,000

122,356

JPMorgan Chase & Co. 6.3% 4/23/19

150,000

172,499

Nonconvertible Bonds - continued

 

Principal Amount

Value

FINANCIALS - continued

Diversified Financial Services - continued

TECO Finance, Inc. 5.15% 3/15/20

$ 100,000

$ 109,255

Textron Financial Corp. 5.125% 11/1/10

1,547,000

1,553,330

Whirlpool Corp. 8% 5/1/12

92,000

100,445

 

5,008,510

Insurance - 1.8%

Massachusetts Mutual Life Insurance Co. 8.875% 6/1/39 (a)

150,000

213,577

MetLife, Inc.:

2.375% 2/6/14

500,000

502,115

5.875% 2/6/41

100,000

109,390

Northwestern Mutual Life Insurance Co. 6.063% 3/30/40 (a)

600,000

708,886

Pacific Life Insurance Co. 9.25% 6/15/39 (a)

150,000

193,398

Unum Group 7.625% 3/1/11

678,000

698,651

 

2,426,017

Real Estate Investment Trusts - 0.9%

Developers Diversified Realty Corp. 7.5% 4/1/17

100,000

100,681

Equity One, Inc. 6.25% 12/15/14

100,000

107,113

Federal Realty Investment Trust 5.95% 8/15/14

100,000

111,098

HRPT Properties Trust 1.1371% 3/16/11 (c)

810,000

807,279

 

1,126,171

Real Estate Management & Development - 1.8%

Brandywine Operating Partnership LP 5.75% 4/1/12

100,000

103,309

Duke Realty LP 5.4% 8/15/14

101,000

106,489

ERP Operating LP:

4.75% 7/15/20

100,000

104,677

6.625% 3/15/12

100,000

107,452

Liberty Property LP 5.125% 3/2/15

102,000

107,797

Mack-Cali Realty LP 7.75% 2/15/11

646,000

661,577

Tanger Properties LP 6.125% 6/1/20

1,100,000

1,210,496

 

2,401,797

Thrifts & Mortgage Finance - 0.6%

Bank of America Corp. 5.65% 5/1/18

125,000

129,977

First Niagara Financial Group, Inc. 6.75% 3/19/20

573,000

629,008

 

758,985

TOTAL FINANCIALS

23,210,177

Nonconvertible Bonds - continued

 

Principal Amount

Value

HEALTH CARE - 0.2%

Health Care Providers & Services - 0.2%

WellPoint, Inc. 5.8% 8/15/40

$ 286,000

$ 306,436

INDUSTRIALS - 0.1%

Road & Rail - 0.1%

Burlington Northern Santa Fe LLC 5.75% 5/1/40

100,000

112,704

INFORMATION TECHNOLOGY - 0.6%

Office Electronics - 0.3%

Xerox Corp. 4.25% 2/15/15

330,000

351,508

Software - 0.3%

Oracle Corp. 5.375% 7/15/40 (a)

333,000

362,081

TOTAL INFORMATION TECHNOLOGY

713,589

MATERIALS - 1.7%

Chemicals - 0.1%

Dow Chemical Co. 7.6% 5/15/14

80,000

93,267

Metals & Mining - 1.6%

Anglo American Capital PLC 9.375% 4/8/14 (a)

1,315,000

1,599,478

ArcelorMittal SA 3.75% 8/5/15

490,000

485,946

 

2,085,424

TOTAL MATERIALS

2,178,691

TELECOMMUNICATION SERVICES - 3.4%

Diversified Telecommunication Services - 3.0%

AT&T, Inc.:

2.5% 8/15/15

400,000

404,357

5.8% 2/15/19

150,000

176,921

6.3% 1/15/38

924,000

1,060,284

CenturyTel, Inc. 7.6% 9/15/39

50,000

48,715

Telecom Italia Capital SA 0.9456% 2/1/11 (c)

1,350,000

1,345,703

Telefonica Emisiones SAU 5.134% 4/27/20

100,000

107,803

Verizon Communications, Inc. 6.4% 2/15/38

643,000

753,526

 

3,897,309

Nonconvertible Bonds - continued

 

Principal Amount

Value

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - 0.4%

America Movil SAB de CV 6.125% 3/30/40

$ 150,000

$ 170,037

DIRECTV Holdings LLC/DIRECTV Financing, Inc. 4.75% 10/1/14

330,000

356,533

 

526,570

TOTAL TELECOMMUNICATION SERVICES

4,423,879

UTILITIES - 3.5%

Electric Utilities - 2.1%

Commonwealth Edison Co. 4% 8/1/20

500,000

527,898

FirstEnergy Corp. 7.375% 11/15/31

400,000

443,612

Nevada Power Co. 6.65% 4/1/36

500,000

607,976

Progress Energy, Inc. 6% 12/1/39

500,000

572,557

Tampa Electric Co. 6.55% 5/15/36

500,000

601,106

 

2,753,149

Independent Power Producers & Energy Traders - 0.5%

Duke Capital LLC 5.668% 8/15/14

100,000

111,372

Exelon Generation Co. LLC 6.25% 10/1/39

500,000

559,975

 

671,347

Multi-Utilities - 0.9%

Consolidated Edison Co. of New York, Inc. 5.7% 6/15/40

550,000

628,449

MidAmerican Energy Holdings, Co. 6.5% 9/15/37

146,000

177,649

NiSource Finance Corp. 6.15% 3/1/13

320,000

351,171

San Diego Gas & Electric Co. 4.5% 8/15/40

57,000

57,704

 

1,214,973

TOTAL UTILITIES

4,639,469

TOTAL NONCONVERTIBLE BONDS

(Cost $50,481,530)

52,635,270

U.S. Treasury Obligations - 7.0%

 

U.S. Treasury Bonds 4.375% 5/15/40 (b)

4,687,000

5,414,199

U.S. Treasury Notes 2.625% 8/15/20 (b)

3,755,000

3,801,902

TOTAL U.S. TREASURY OBLIGATIONS

(Cost $9,080,571)

9,216,101

Municipal Securities - 1.1%

 

Principal Amount

Value

California Gen. Oblig. 7.55% 4/1/39

$ 200,000

$ 227,184

Muni. Elec. Auth. of Georgia (Plant Vogtle Units 3&4 Proj.) Series 2010 A, 6.655% 4/1/57

1,190,000

1,240,456

TOTAL MUNICIPAL SECURITIES

(Cost $1,362,710)

1,467,640

Foreign Government and Government Agency Obligations - 0.2%

 

Brazilian Federative Republic 4.875% 1/22/21

100,000

107,250

United Mexican States 5.125% 1/15/20

100,000

108,500

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $205,141)

215,750

Fixed-Income Funds - 53.5%

Shares

 

Fidelity Corporate Bond 1-10 Year Central Fund (d)
(Cost $68,304,621)

642,533

70,145,328

Cash Equivalents - 3.0%

Maturity Amount

 

Investments in repurchase agreements in a joint trading account at 0.25%, dated 8/31/10 due 9/1/10 (Collateralized by U.S. Government Obligations) #
(Cost $3,905,000)

$ 3,905,027

3,905,000

TOTAL INVESTMENT PORTFOLIO - 105.0%

(Cost $133,339,573)

137,585,089

NET OTHER ASSETS (LIABILITIES) - (5.0)%

(6,523,235)

NET ASSETS - 100%

$ 131,061,854

Legend

(a) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $3,649,227 or 2.8% of net assets.

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

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

(d) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited schedule of portfolio holdings for each Fidelity Central Fund is filed with the SEC for the first and third quarters of each fiscal year on Form N-Q and is available upon request or at the SEC's web site at www.sec.gov. An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro rata share of securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's web site or upon request.

# Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty

Value

$3,905,000 due 9/01/10 at 0.25%

Banc of America Securities LLC

$ 304,021

Bank of America NA

456,336

Barclays Capital, Inc.

912,673

Goldman, Sachs & Co.

152,112

Merrill Lynch Government Securities, Inc.

273,802

Mizuho Securities USA, Inc.

1,216,897

Morgan Stanley & Co., Inc.

589,159

 

$ 3,905,000

Affiliated Central Funds

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

Fund

Income earned

Fidelity Corporate Bond 1-10 Year Central Fund

$ 684,127

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

Fund

Value, beginning of period

Purchases

Sales Proceeds

Value,
end of
period

% ownership, end of
period

Fidelity Corporate Bond 1-10 Year Central Fund

$ -

$ 75,810,200

$ 7,481,227

$ 70,145,328

3.4%

Total

$ -

$ 75,810,200

$ 7,481,227

$ 70,145,328

Other Information

The following is a summary of the inputs used, as of August 31, 2010, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Corporate Bonds

$ 52,635,270

$ -

$ 52,635,270

$ -

U.S. Government and Government Agency Obligations

9,216,101

-

9,216,101

-

Municipal Securities

1,467,640

-

1,467,640

-

Foreign Government and Government Agency Obligations

215,750

-

215,750

-

Fixed-Income Funds

70,145,328

70,145,328

-

-

Cash Equivalents

3,905,000

-

3,905,000

-

Total Investments in Securities:

$ 137,585,089

$ 70,145,328

$ 67,439,761

$ -

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

United States of America

86.3%

United Kingdom

3.3%

Luxembourg

2.5%

Canada

2.2%

Cayman Islands

2.1%

Others (Individually Less Than 1%)

3.6%

 

100.0%

The information in the above table is based on the combined investments of the Fund and its pro-rata share of its investments in each non-money market Fidelity Central Fund.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

  

August 31, 2010

 

 

 

Assets

Investment in securities, at value (including repurchase agreements of $3,905,000) - See accompanying schedule:

Unaffiliated issuers (cost $65,034,952)

$ 67,439,761

 

Fidelity Central Funds (cost $68,304,621)

70,145,328

 

Total Investments (cost $133,339,573)

 

$ 137,585,089

Cash

957

Receivable for investments sold

2,913,674

Receivable for fund shares sold

1,091,455

Interest receivable

883,691

Distributions receivable from Fidelity Central Funds

256,827

Total assets

142,731,693

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 6,155,623

Delayed delivery

5,321,171

Payable for fund shares redeemed

109,316

Distributions payable

41,737

Accrued management fee

33,162

Distribution and service plan fees payable

1,223

Other affiliated payables

7,607

Total liabilities

11,669,839

 

 

 

Net Assets

$ 131,061,854

Net Assets consist of:

 

Paid in capital

$ 126,451,682

Undistributed net investment income

44,163

Accumulated undistributed net realized gain (loss) on investments

320,493

Net unrealized appreciation (depreciation) on investments

4,245,516

Net Assets

$ 131,061,854

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

  

August 31, 2010

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($3,082,564 ÷ 295,122 shares)

$ 10.45

 

 

 

Maximum offering price per share (100/96.00 of $10.45)

$ 10.89

Class T:
Net Asset Value
and redemption price per share ($1,025,745 ÷ 98,205 shares)

$ 10.44

 

 

 

Maximum offering price per share (100/96.00 of $10.44)

$ 10.88

Class C:
Net Asset Value
and offering price per share ($668,353 ÷ 63,991 shares) A

$ 10.44

 

 

 

Corporate Bond:
Net Asset Value
, offering price and redemption price per share ($124,879,488 ÷ 11,955,806 shares)

$ 10.45

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,405,704 ÷ 134,581 shares)

$ 10.45

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

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

Annual Report

Statement of Operations

  

For the period May 4, 2010
(commencement of operations)
to August 31, 2010

 

 

 

Investment Income

 

 

Interest

 

$ 394,013

Income from Fidelity Central Funds

 

684,127

Total income

 

1,078,140

 

 

 

Expenses

Management fee

$ 80,161

Transfer agent fees

21,358

Distribution and service plan fees

6,139

Independent trustees' compensation

45

Total expenses before reductions

107,703

Expense reductions

(10)

107,693

Net investment income

970,447

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

376,742

Fidelity Central Funds

(24,352)

 

Total net realized gain (loss)

 

352,390

Change in net unrealized appreciation (depreciation) on investment securities

4,245,516

Net gain (loss)

4,597,906

Net increase (decrease) in net assets resulting from operations

$ 5,568,353

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

  

For the period
May 4, 2010
(commencement of operations) to
August 31,
2010

Increase (Decrease) in Net Assets

 

Operations

 

Net investment income

$ 970,447

Net realized gain (loss)

352,390

Change in net unrealized appreciation (depreciation)

4,245,516

Net increase (decrease) in net assets resulting from operations

5,568,353

Distributions to shareholders from net investment income

(958,181)

Share transactions - net increase (decrease)

126,451,682

Total increase (decrease) in net assets

131,061,854

 

 

Net Assets

Beginning of period

-

End of period (including undistributed net investment income of $44,163)

$ 131,061,854

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

Annual Report

Financial Highlights - Class A

Year ended August 31,

2010 H

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income E

  .128

Net realized and unrealized gain (loss)

  .446

Total from investment operations

  .574

Distributions from net investment income

  (.124)

Net asset value, end of period

$ 10.45

Total Return B,C,D

  5.78%

Ratios to Average Net Assets F, I

 

Expenses before reductions

  .74% A

Expenses net of fee waivers, if any

  .74% A

Expenses net of all reductions

  .74% A

Net investment income

  3.91% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 3,083

Portfolio turnover rate G

  67% J

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period May 4, 2010 (commencement of operations) to August 31, 2010.

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

J Amount not annualized.

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

Annual Report

Financial Highlights - Class T

Year ended August 31,

2010 H

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income E

  .131

Net realized and unrealized gain (loss)

  .436

Total from investment operations

  .567

Distributions from net investment income

  (.127)

Net asset value, end of period

$ 10.44

Total Return B,C,D

  5.71%

Ratios to Average Net Assets F, I

 

Expenses before reductions

  .68% A

Expenses net of fee waivers, if any

  .68% A

Expenses net of all reductions

  .68% A

Net investment income

  3.98% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 1,026

Portfolio turnover rate G

  67% J

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period May 4, 2010 (commencement of operations) to August 31, 2010.

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

J Amount not annualized.

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

Annual Report

Financial Highlights - Class C

Year ended August 31,

2010 H

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income E

  .106

Net realized and unrealized gain (loss)

  .437

Total from investment operations

  .543

Distributions from net investment income

  (.103)

Net asset value, end of period

$ 10.44

Total Return B,C,D

  5.46%

Ratios to Average Net Assets F, I

 

Expenses before reductions

  1.45% A

Expenses net of fee waivers, if any

  1.45% A

Expenses net of all reductions

  1.45% A

Net investment income

  3.20% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 668

Portfolio turnover rate G

  67% J

A Annualized

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

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

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

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

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

H For the period May 4, 2010 (commencement of operations) to August 31, 2010.

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

J Amount not annualized.

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

Annual Report

Financial Highlights - Corporate Bond

Year ended August 31,

2010 G

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income D

  .137

Net realized and unrealized gain (loss)

  .447

Total from investment operations

  .584

Distributions from net investment income

  (.134)

Net asset value, end of period

$ 10.45

Total Return B,C

  5.88%

Ratios to Average Net Assets E, H

 

Expenses before reductions

  .44% A

Expenses net of fee waivers, if any

  .44% A

Expenses net of all reductions

  .44% A

Net investment income

  4.21% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 124,879

Portfolio turnover rate F

  67% I

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period May 4, 2010 (commencement of operations) to August 31, 2010.

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

I Amount not annualized.

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

Annual Report

Financial Highlights - Institutional Class

Year ended August 31,

2010 G

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income D

  .140

Net realized and unrealized gain (loss)

  .445

Total from investment operations

  .585

Distributions from net investment income

  (.135)

Net asset value, end of period

$ 10.45

Total Return B,C

  5.89%

Ratios to Average Net Assets E, H

 

Expenses before reductions

  .42% A

Expenses net of fee waivers, if any

  .42% A

Expenses net of all reductions

  .42% A

Net investment income

  4.23% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 1,406

Portfolio turnover rate F

  67% I

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period May 4, 2010 (commencement of operations) to August 31, 2010.

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

I Amount not annualized.

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

Annual Report

Notes to Financial Statements

For the period ended August 31, 2010

1. Organization.

Fidelity Corporate Bond Fund (the Fund) is a fund of Fidelity Fixed-Income Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Corporate Bond, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

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

Based on their investment objective, each Fidelity Central Fund may invest or participate in various investment vehicles or strategies that are similar to those of the Fund. These strategies are consistent with the investment objectives of the Fund and may involve certain economic risks which may cause a decline in value of each of the Fidelity Central Funds and thus a decline in the value of the Fund. The following summarizes the Fund's investment in each Fidelity Central Fund.

Fidelity Central Fund

Investment Manager

Investment Objective

Investment Practices

Fidelity Corporate Bond 1-10 Year Central Fund

Fidelity Investment Money Management, Inc. (FIMM)

Seeks a high level of income by normally investing in investment-grade corporate bonds and other corporate debt securities and repurchase agreements for those securities.

Delayed Delivery & When Issued Securities

Repurchase Agreements

Restricted Securities

Swap Agreements

Annual Report

Notes to Financial Statements - continued

2. Investments in Fidelity Central Funds - continued

An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds which contain the significant accounting policies (including security valuation policies) of those funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

August 31, 2010, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, foreign government and government agency obligations, municipal securities and U.S. government and government agency obligations, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates fair value and are categorized as Level 2 in the hierarchy.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst each fund in the Trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of August 31, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

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

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

Book-tax differences are primarily due to market discount, partnerships (including allocations from Fidelity Central Funds) and losses deffered due to wash sales.

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

Gross unrealized appreciation

$ 4,153,654

Gross unrealized depreciation

(19,687)

Net unrealized appreciation (depreciation)

$ 4,133,967

 

 

Tax Cost

$ 133,451,122

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 443,827

Undistributed long-term capital gain

$ 32,376

Net unrealized appreciation (depreciation)

$ 4,133,967

The tax character of distributions paid was as follows:

 

August 31, 2010

Ordinary Income

$ 958,181

Annual Report

4. Operating Policies.

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

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

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

5. Purchases and Sales of Investments.

Purchases and sales of securities,(including the Fixed-Income Central Funds), other than short-term securities and U.S. government securities, aggregated $123,948,095 and $12,135,280, respectively.

Annual Report

Notes to Financial Statements - continued

6. 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 that is based on an annual rate of .35% of the Fund's average net assets. FMR pays all other expenses, except the compensation of the independent Trustees and certain exceptions such as transfer agent and distribution and service plan fees, and interest expense.

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

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

-%

.25%

$ 2,233

$ 564

Class T

-%

.25%

968

463

Class C

.75%

.25%

2,938

1,987

 

 

 

$ 6,139

$ 3,014

Sales Load. FDC receives a front-end sales charge of up to 4.00% for selling Class A shares and Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 1% for Class C, .75% for certain purchases of Class A shares (1.00 to .50% prior to July 12, 2010) and .25% for certain purchases of Class T shares.

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

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, the total transfer agent fees paid by each class were as follows:

 

Amount

% of
Average
Net Assets
*

Class A

$ 1,302

.14

Class T

326

.08

Class C

314

.11

Corporate Bond

19,065

.09

Institutional Class

351

.07

 

$ 21,358

 

* Annualized

7. Expense Reductions.

Through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's management fee by $10.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Year ended August 31,

2010 A

From net investment income

 

Class A

$ 34,654

Class T

15,067

Class C

8,948

Corporate Bond

879,782

Institutional Class

19,730

Total

$ 958,181

A For the period May 4, 2010 (commencement of operations) to August 31, 2010.

Annual Report

Notes to Financial Statements - continued

9. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Year ended August 31,

2010 A

2010 A

Class A

 

 

Shares sold

419,766

$ 4,210,047

Reinvestment of distributions

917

9,298

Shares redeemed

(125,561)

(1,260,334)

Net increase (decrease)

295,122

$ 2,959,011

Class T

 

 

Shares sold

225,745

$ 2,263,959

Reinvestment of distributions

1,303

13,242

Shares redeemed

(128,843)

(1,293,969)

Net increase (decrease)

98,205

$ 983,232

Class C

 

 

Shares sold

163,695

$ 1,646,522

Reinvestment of distributions

753

7,616

Shares redeemed

(100,457)

(1,007,582)

Net increase (decrease)

63,991

$ 646,556

Corporate Bond

 

 

Shares sold

13,027,028

$ 131,371,513

Reinvestment of distributions

77,870

800,920

Shares redeemed

(1,149,092)

(11,644,820)

Net increase (decrease)

11,955,806

$ 120,527,613

Institutional Class

 

 

Shares sold

260,141

$ 2,605,174

Reinvestment of distributions

1,566

15,969

Shares redeemed

(127,126)

(1,285,873)

Net increase (decrease)

134,581

$ 1,335,270

A For the period May 4, 2010 (commencement of operations) to August 31, 2010.

10. Other.

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

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Fixed-Income Trust and the Shareholders of Fidelity Corporate Bond 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 Corporate Bond Fund (a fund of Fidelity Fixed-Income Trust) at August 31, 2010, the results of its operations for the period indicated, the changes in its net assets for the period indicated and the financial highlights for the period 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 Corporate Bond 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 21, 2010

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, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 189 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. 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.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Kenneth L. Wolfe serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may invest in Fidelity funds that are overseen by such other Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations and Audit Committees. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Abigail P. Johnson (48)

 

Year of Election or Appointment: 2009

Ms. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

James C. Curvey (75)

 

Year of Election or Appointment: 2007

Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-
present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

* 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.

Annual Report

Trustees and Officers - continued

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Albert R. Gamper, Jr. (68)

 

Year of Election or Appointment: 2006

Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). He also served as President and Chief Executive Officer of Tyco Capital Corporation (2001-2002). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System. Previously, Mr. Gamper served as Chairman of the Board of Governors, Rutgers University (2004-2007).

Robert F. Gartland (58)

 

Year of Election or Appointment: 2010

Mr. Gartland is a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-present) and is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).

Arthur E. Johnson (63)

 

Year of Election or Appointment: 2008

Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present) and AGL Resources, Inc. (holding company). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson and Ms. Abigail P. Johnson are not related.

Michael E. Kenneally (56)

 

Year of Election or Appointment: 2009

Previously, Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity Fixed Income and Asset Allocation Funds (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003-
2005). Mr. Kenneally was a Director of the Credit Suisse Funds (U.S. mutual funds, 2004-2008) and certain other closed-end funds (2004-
2005) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (69)

 

Year of Election or Appointment: 2007

Mr. Keyes serves as a member of the Boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, since 1998). Prior to his retirement, Mr. Keyes served as Chairman and Chief Executive Officer of Johnson Controls (automotive, building, and energy, 1998-2002) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (63)

 

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. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is an Honorary Trustee of the Brookings Institution and a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California and the Foundation Board of the School of Architecture at the University of Virginia (2007-present). Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).

Kenneth L. Wolfe (71)

 

Year of Election or Appointment: 2005

Mr. Wolfe is Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2008-present). Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Executive Officers:

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

Name, Age; Principal Occupation

John R. Hebble (52)

 

Year of Election or Appointment: 2008 

President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present), Assistant Treasurer of other Fidelity funds (2009-
present) and is an employee of Fidelity Investments.

Boyce I. Greer (54)

 

Year of Election or Appointment: 2005

Vice President of Fidelity's Fixed Income Funds and Asset Allocation Funds (2005). Mr. Greer is also a Trustee of other investment companies advised by FMR. Mr. Greer is President of The North Carolina Capital Management Trust: Cash and Term Portfolio (2003-present), the Asset Allocation Division (2008-present), President and a Director of Strategic Advisers, Inc. (2008-present), President of FIMM 130/30 LLC (2008-
present), Director of Ballyrock Investment Advisors LLC (2006-present), and an Executive Vice President of FMR (2005-present). Previously, Mr. Greer served as Executive Vice President of FMR Co., Inc. (2005-2009), President and Director of Fidelity Investments Money Management, Inc. (2007-2009), and as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005).

Christopher P. Sullivan (56)

 

Year of Election or Appointment: 2009

Vice President of Fidelity's Bond Funds. Mr. Sullivan also serves as President of Fidelity's Bond Division (2009-present). Mr. Sullivan is Executive Vice President of Fidelity Investments Money Management, Inc. (2009-
present), and a Director of Fidelity Management & Research (U.K.) Inc. (2010-present). Previously, Mr. Sullivan served as Managing Director, Co-Head of U.S. Fixed Income at Goldman Sachs Asset Management (2001-2009).

Christine J. Thompson (52)

 

Year of Election or Appointment: 2010

Vice President of Fidelity's Bond Funds. Ms. Thompson also serves as Chief Investment Officer of FMR's Bond Group (2010-present) and is an employee of Fidelity Investments. Previously, Ms. Thompson served as Director of Municipal Bond Portfolio Managers (2002-2010).

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

David J. Carter (37)

 

Year of Election or Appointment: 2010

Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Carter also serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2005-present).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-
2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (51)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Michael H. Whitaker (43)

 

Year of Election or Appointment: 2008

Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker also serves as Chief Compliance Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present). Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Jeffrey S. Christian (48)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Stephanie J. Dorsey (41)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-
present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Deberghes also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-
present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2009

Assistant Treasurer of the Fidelity Fixed Income and Asset Allocation Funds. Mr. Robins also serves as President and Treasurer of other Fidelity funds (2008-present; 2010-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Corporate Bond Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

 

Pay Date

Record Date

Capital Gains

Corporate Bond

10/11/10

10/08/10

$0.035

The fund designates $958,181 of distributions paid during the period January 1, 2010 to August 31, 2010 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended August 31, 2010, $32,376, or, if subsequently determined to be different, the net capital gain of such year.

The fund will notify shareholders in January 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Corporate Bond Fund

On March 18, 2010, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve the management contract and subadvisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, considered a broad range of information.

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline.

Resources Dedicated to Investment Management and Support Services. The Board considered the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel.

Shareholder and Administrative Services. The Board considered the nature, quality, cost, and extent of advisory, administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund. The Board also considered the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians.

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

Investment Performance. Fidelity Corporate Bond Fund is a new fund and therefore had no historical performance for the Board to review at the time it approved the fund's Advisory Contracts. The Board considered the Investment Advisers' strength in fundamental, research-driven corporate bond selection, which the Board is familiar with through its supervision of other Fidelity funds that invest in such securities.

Based on its review, the Board concluded that the nature, extent, and quality of the services provided to the fund will benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's proposed management fee and the projected total operating expenses of each class of the fund in reviewing the Advisory Contracts. The Board noted that the fund's proposed management fee rate is lower than the median fee rate of funds with similar Lipper investment objective categories and comparable management fee characteristics. The Board also considered that the projected total operating expenses are comparable to those of similar classes and funds that Fidelity offers to shareholders.

Annual Report

Based on its review, the Board concluded that the fund's management fee and the projected total expenses of each class of the fund were fair and reasonable in light of the services that the fund and its shareholders will receive and the other factors considered.

Costs of the Services and Profitability. The fund is a new fund and therefore no revenue, cost, or profitability data was available for the Board to review in respect of the fund at the time it approved the Advisory Contracts. In connection with its future renewal of the fund's Advisory Contracts, the Board will consider the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders.

Economies of Scale. The Board will consider economies of scale when there is operating experience to permit assessment thereof. It noted that, notwithstanding the entrepreneurial risk associated with a new fund, the management fee was at a level normally associated, by comparison with competitors, with very high fund net assets, and Fidelity asserted to the Board that the level of the fee anticipated economies of scale at lower asset levels even before, if ever, economies of scale are achieved. The Board also noted that the Fund and its shareholders would have access to the very considerable number and variety of services available through Fidelity and its affiliates.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Investments
Money Management, Inc.

Fidelity Research & Analysis Company

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

Fidelity Management & Research
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Fidelity AdvisorSM
Corporate Bond
Fund - Class A, Class T and Class C

Annual Report

August 31, 2010

Class A, Class T and
Class C are classes of
Fidelity® Corporate Bond Fund

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Summary

<Click Here>

A summary of the fund's holdings.

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

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

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

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Abigail_P_Johnson)

Dear Shareholder:

A yearlong uptrend in global equity markets reversed course in late April 2010 when investor sentiment turned bearish due in great measure to concern that Europe's debt crisis would expand and slow or derail economic recovery. However, a bounceback in July helped to recover some of the ground that was lost. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

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

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

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

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

Sincerely,


(The chairman's signature appears here.)

Abigail P. Johnson

Annual Report

Shareholder Expense Example

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

The actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 4, 2010 to August 31, 2010). The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year period (March 1, 2010 to August 31, 2010).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Annual Report

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

 

Annualized
Expense Ratio

Beginning
Account Value

Ending
Account Value
August 31, 2010

Expenses Paid
During Period

Class A

.74%

 

 

 

Actual

 

$ 1,000.00

$ 1,057.80

$ 2.50 B

Hypothetical A

 

$ 1,000.00

$ 1,021.48

$ 3.77 C

Class T

.68%

 

 

 

Actual

 

$ 1,000.00

$ 1,057.10

$ 2.30 B

Hypothetical A

 

$ 1,000.00

$ 1,021.78

$ 3.47 C

Class C

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,054.60

$ 4.90 B

Hypothetical A

 

$ 1,000.00

$ 1,017.90

$ 7.38 C

Corporate Bond

.44%

 

 

 

Actual

 

$ 1,000.00

$ 1,058.80

$ 1.49 B

Hypothetical A

 

$ 1,000.00

$ 1,022.99

$ 2.24 C

Institutional Class

.42%

 

 

 

Actual

 

$ 1,000.00

$ 1,058.90

$ 1.42 B

Hypothetical A

 

$ 1,000.00

$ 1,023.09

$ 2.14 C

A 5% return per year before expenses

B Actual expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 120/365 (to reflect the period May 4, 2010 to August 31, 2010).

C Hypothetical expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

The fees and expenses of the underlying Fidelity Central Funds in which the Fund invests are not included in the Fund's annualized expense ratio.

Annual Report

Investment Summary (Unaudited)

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

Quality Diversification (% of fund's net assets)

As of August 31, 2010

fid110

U.S. Government and U.S.
Government Agency Obligations 13.0%

 

fid112

AAA 0.1%

 

fid114

AA 7.1%

 

fid116

A 25.5%

 

fid118

BBB 49.8%

 

fid120

BB and Below 5.4%

 

fid122

Short-Term Investments
and Net Other Assets (0.9)%

 

fid157

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

Weighted Average Maturity as of August 31, 2010

 

 

Years

10.8

Weighted Average Maturity (WAM) is a weighted average of all the maturities of the securities held in a fund. The weighted average maturity is based on the dollar-weighted average length of time until principal payments are expected or until securities reach maturity, taking into account any maturity shortening feature such as a call, refunding or redemption provision if it is probable that the issuer of the instrument will take advantage of such features.

Duration as of August 31, 2010

 

 

Years

6.3

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

Asset Allocation (% of fund's net assets)

As of August 31, 2010*

fid110

Corporate Bonds 86.0%

 

fid114

U.S. Government and U.S.
Government Agency Obligations 13.0%

 

fid118

Municipal Bonds 1.5%

 

fid129

Other Investments 0.4%

 

fid131

Short-Term Investments
and Net Other Assets (0.9)%

 

fid164

* Foreign investments

13.7%

 

* Futures and swaps

0.8%

 

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

A holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable.

Annual Report

Investments August 31, 2010

Showing Percentage of Net Assets

Nonconvertible Bonds - 40.2%

 

Principal Amount

Value

CONSUMER DISCRETIONARY - 6.3%

Auto Components - 1.0%

DaimlerChrysler NA Holding Corp. 5.875% 3/15/11

$ 1,250,000

$ 1,283,676

Household Durables - 0.4%

Fortune Brands, Inc.:

5.125% 1/15/11

380,000

385,653

5.375% 1/15/16

100,000

109,002

 

494,655

Media - 4.0%

Comcast Corp.:

5.7% 5/15/18

500,000

569,531

6.4% 3/1/40

493,000

563,328

Discovery Communications LLC 6.35% 6/1/40

221,000

250,456

NBC Universal, Inc. 6.4% 4/30/40 (a)

100,000

112,286

News America, Inc. 6.9% 8/15/39

600,000

720,952

Time Warner Cable, Inc. 6.75% 7/1/18

100,000

119,402

Time Warner, Inc.:

3.15% 7/15/15

2,100,000

2,158,643

6.2% 3/15/40

600,000

661,436

Viacom, Inc. 6.125% 10/5/17

100,000

117,282

 

5,273,316

Multiline Retail - 0.1%

Nordstrom, Inc. 4.75% 5/1/20

40,000

42,680

Target Corp. 3.875% 7/15/20

76,000

79,718

 

122,398

Specialty Retail - 0.8%

Home Depot, Inc. 5.875% 12/16/36

500,000

535,296

Lowe's Companies, Inc. 5.8% 4/15/40

500,000

582,976

 

1,118,272

TOTAL CONSUMER DISCRETIONARY

8,292,317

CONSUMER STAPLES - 1.6%

Food & Staples Retailing - 0.3%

Wal-Mart Stores, Inc. 5.625% 4/1/40

343,000

398,889

Food Products - 0.4%

Kraft Foods, Inc.:

6.125% 2/1/18

100,000

117,024

6.5% 2/9/40

350,000

416,377

 

533,401

Nonconvertible Bonds - continued

 

Principal Amount

Value

CONSUMER STAPLES - continued

Tobacco - 0.9%

Altria Group, Inc.:

4.125% 9/11/15

$ 530,000

$ 562,395

8.5% 11/10/13

76,000

90,494

Philip Morris International, Inc. 5.65% 5/16/18

400,000

465,926

 

1,118,815

TOTAL CONSUMER STAPLES

2,051,105

ENERGY - 5.1%

Energy Equipment & Services - 2.7%

Baker Hughes, Inc. 5.125% 9/15/40

500,000

524,044

DCP Midstream LLC 5.35% 3/15/20 (a)

100,000

107,945

El Paso Pipeline Partners Operating Co. LLC 6.5% 4/1/20

525,000

560,673

Halliburton Co. 7.45% 9/15/39

1,000,000

1,350,184

Noble Holding International Ltd.:

3.45% 8/1/15

330,000

341,522

6.2% 8/1/40

470,000

527,348

Pride International, Inc. 6.875% 8/15/20

90,000

94,275

 

3,505,991

Oil, Gas & Consumable Fuels - 2.4%

Anadarko Petroleum Corp.:

5.95% 9/15/16

305,000

302,216

6.375% 9/15/17

41,000

40,570

Apache Corp. 5.1% 9/1/40

100,000

103,443

El Paso Natural Gas Co. 5.95% 4/15/17

450,000

497,136

Kinder Morgan Energy Partners LP 6.55% 9/15/40

2,000

2,237

Midcontinent Express Pipel LLC 5.45% 9/15/14 (a)

330,000

351,576

Petrobras International Finance Co. Ltd.:

5.75% 1/20/20

200,000

214,375

6.875% 1/20/40

115,000

126,213

Plains All American Pipeline LP/PAA Finance Corp. 3.95% 9/15/15

450,000

469,158

Talisman Energy, Inc. 5.85% 2/1/37

670,000

701,945

TransCanada PipeLines Ltd. 6.1% 6/1/40

250,000

287,401

Williams Partners LP 3.8% 2/15/15

100,000

104,642

 

3,200,912

TOTAL ENERGY

6,706,903

Nonconvertible Bonds - continued

 

Principal Amount

Value

FINANCIALS - 17.7%

Capital Markets - 2.0%

Goldman Sachs Group, Inc.:

3.7% 8/1/15

$ 29,000

$ 29,358

5.375% 3/15/20

200,000

206,570

6.75% 10/1/37

325,000

332,750

Merrill Lynch & Co., Inc. 7.75% 5/14/38

450,000

514,917

Morgan Stanley:

4% 7/24/15

330,000

331,531

4.1% 1/26/15

100,000

102,051

5.5% 1/26/20

100,000

101,338

Royal Bank of Scotland PLC 3.4% 8/23/13

500,000

506,395

UBS AG Stamford Branch 2.25% 8/12/13

510,000

512,365

 

2,637,275

Commercial Banks - 6.3%

Comerica Capital Trust II 6.576% 2/20/37 (c)

1,091,000

1,014,630

Discover Bank 7% 4/15/20

650,000

695,388

Fifth Third Bancorp 8.25% 3/1/38

1,140,000

1,359,009

HSBC Holdings PLC 6.5% 9/15/37

100,000

115,544

JPMorgan Chase Bank 6% 10/1/17

2,542,000

2,867,737

KeyBank NA 7% 2/1/11

594,000

607,464

Marshall & Ilsley Bank 5% 1/17/17

14,000

13,279

Regions Financial Corp. 7% 3/1/11

630,000

636,909

SunTrust Bank 6.375% 4/1/11

462,000

475,580

SunTrust Capital VIII 6.1% 12/15/36 (c)

500,000

425,000

 

8,210,540

Consumer Finance - 0.5%

General Electric Capital Corp.:

5.875% 1/14/38

150,000

154,661

5.9% 5/13/14

430,000

486,221

 

640,882

Diversified Financial Services - 3.8%

BP Capital Markets PLC 3.625% 5/8/14

260,000

258,033

Capital One Capital V 10.25% 8/15/39

978,000

1,056,240

Capital One Capital VI 8.875% 5/15/40

100,000

105,250

Citigroup, Inc.:

5.375% 8/9/20

950,000

959,494

6.5% 8/19/13

200,000

218,734

6.875% 3/5/38

325,000

352,874

8.5% 5/22/19

100,000

122,356

JPMorgan Chase & Co. 6.3% 4/23/19

150,000

172,499

Nonconvertible Bonds - continued

 

Principal Amount

Value

FINANCIALS - continued

Diversified Financial Services - continued

TECO Finance, Inc. 5.15% 3/15/20

$ 100,000

$ 109,255

Textron Financial Corp. 5.125% 11/1/10

1,547,000

1,553,330

Whirlpool Corp. 8% 5/1/12

92,000

100,445

 

5,008,510

Insurance - 1.8%

Massachusetts Mutual Life Insurance Co. 8.875% 6/1/39 (a)

150,000

213,577

MetLife, Inc.:

2.375% 2/6/14

500,000

502,115

5.875% 2/6/41

100,000

109,390

Northwestern Mutual Life Insurance Co. 6.063% 3/30/40 (a)

600,000

708,886

Pacific Life Insurance Co. 9.25% 6/15/39 (a)

150,000

193,398

Unum Group 7.625% 3/1/11

678,000

698,651

 

2,426,017

Real Estate Investment Trusts - 0.9%

Developers Diversified Realty Corp. 7.5% 4/1/17

100,000

100,681

Equity One, Inc. 6.25% 12/15/14

100,000

107,113

Federal Realty Investment Trust 5.95% 8/15/14

100,000

111,098

HRPT Properties Trust 1.1371% 3/16/11 (c)

810,000

807,279

 

1,126,171

Real Estate Management & Development - 1.8%

Brandywine Operating Partnership LP 5.75% 4/1/12

100,000

103,309

Duke Realty LP 5.4% 8/15/14

101,000

106,489

ERP Operating LP:

4.75% 7/15/20

100,000

104,677

6.625% 3/15/12

100,000

107,452

Liberty Property LP 5.125% 3/2/15

102,000

107,797

Mack-Cali Realty LP 7.75% 2/15/11

646,000

661,577

Tanger Properties LP 6.125% 6/1/20

1,100,000

1,210,496

 

2,401,797

Thrifts & Mortgage Finance - 0.6%

Bank of America Corp. 5.65% 5/1/18

125,000

129,977

First Niagara Financial Group, Inc. 6.75% 3/19/20

573,000

629,008

 

758,985

TOTAL FINANCIALS

23,210,177

Nonconvertible Bonds - continued

 

Principal Amount

Value

HEALTH CARE - 0.2%

Health Care Providers & Services - 0.2%

WellPoint, Inc. 5.8% 8/15/40

$ 286,000

$ 306,436

INDUSTRIALS - 0.1%

Road & Rail - 0.1%

Burlington Northern Santa Fe LLC 5.75% 5/1/40

100,000

112,704

INFORMATION TECHNOLOGY - 0.6%

Office Electronics - 0.3%

Xerox Corp. 4.25% 2/15/15

330,000

351,508

Software - 0.3%

Oracle Corp. 5.375% 7/15/40 (a)

333,000

362,081

TOTAL INFORMATION TECHNOLOGY

713,589

MATERIALS - 1.7%

Chemicals - 0.1%

Dow Chemical Co. 7.6% 5/15/14

80,000

93,267

Metals & Mining - 1.6%

Anglo American Capital PLC 9.375% 4/8/14 (a)

1,315,000

1,599,478

ArcelorMittal SA 3.75% 8/5/15

490,000

485,946

 

2,085,424

TOTAL MATERIALS

2,178,691

TELECOMMUNICATION SERVICES - 3.4%

Diversified Telecommunication Services - 3.0%

AT&T, Inc.:

2.5% 8/15/15

400,000

404,357

5.8% 2/15/19

150,000

176,921

6.3% 1/15/38

924,000

1,060,284

CenturyTel, Inc. 7.6% 9/15/39

50,000

48,715

Telecom Italia Capital SA 0.9456% 2/1/11 (c)

1,350,000

1,345,703

Telefonica Emisiones SAU 5.134% 4/27/20

100,000

107,803

Verizon Communications, Inc. 6.4% 2/15/38

643,000

753,526

 

3,897,309

Nonconvertible Bonds - continued

 

Principal Amount

Value

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - 0.4%

America Movil SAB de CV 6.125% 3/30/40

$ 150,000

$ 170,037

DIRECTV Holdings LLC/DIRECTV Financing, Inc. 4.75% 10/1/14

330,000

356,533

 

526,570

TOTAL TELECOMMUNICATION SERVICES

4,423,879

UTILITIES - 3.5%

Electric Utilities - 2.1%

Commonwealth Edison Co. 4% 8/1/20

500,000

527,898

FirstEnergy Corp. 7.375% 11/15/31

400,000

443,612

Nevada Power Co. 6.65% 4/1/36

500,000

607,976

Progress Energy, Inc. 6% 12/1/39

500,000

572,557

Tampa Electric Co. 6.55% 5/15/36

500,000

601,106

 

2,753,149

Independent Power Producers & Energy Traders - 0.5%

Duke Capital LLC 5.668% 8/15/14

100,000

111,372

Exelon Generation Co. LLC 6.25% 10/1/39

500,000

559,975

 

671,347

Multi-Utilities - 0.9%

Consolidated Edison Co. of New York, Inc. 5.7% 6/15/40

550,000

628,449

MidAmerican Energy Holdings, Co. 6.5% 9/15/37

146,000

177,649

NiSource Finance Corp. 6.15% 3/1/13

320,000

351,171

San Diego Gas & Electric Co. 4.5% 8/15/40

57,000

57,704

 

1,214,973

TOTAL UTILITIES

4,639,469

TOTAL NONCONVERTIBLE BONDS

(Cost $50,481,530)

52,635,270

U.S. Treasury Obligations - 7.0%

 

U.S. Treasury Bonds 4.375% 5/15/40 (b)

4,687,000

5,414,199

U.S. Treasury Notes 2.625% 8/15/20 (b)

3,755,000

3,801,902

TOTAL U.S. TREASURY OBLIGATIONS

(Cost $9,080,571)

9,216,101

Municipal Securities - 1.1%

 

Principal Amount

Value

California Gen. Oblig. 7.55% 4/1/39

$ 200,000

$ 227,184

Muni. Elec. Auth. of Georgia (Plant Vogtle Units 3&4 Proj.) Series 2010 A, 6.655% 4/1/57

1,190,000

1,240,456

TOTAL MUNICIPAL SECURITIES

(Cost $1,362,710)

1,467,640

Foreign Government and Government Agency Obligations - 0.2%

 

Brazilian Federative Republic 4.875% 1/22/21

100,000

107,250

United Mexican States 5.125% 1/15/20

100,000

108,500

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $205,141)

215,750

Fixed-Income Funds - 53.5%

Shares

 

Fidelity Corporate Bond 1-10 Year Central Fund (d)
(Cost $68,304,621)

642,533

70,145,328

Cash Equivalents - 3.0%

Maturity Amount

 

Investments in repurchase agreements in a joint trading account at 0.25%, dated 8/31/10 due 9/1/10 (Collateralized by U.S. Government Obligations) #
(Cost $3,905,000)

$ 3,905,027

3,905,000

TOTAL INVESTMENT PORTFOLIO - 105.0%

(Cost $133,339,573)

137,585,089

NET OTHER ASSETS (LIABILITIES) - (5.0)%

(6,523,235)

NET ASSETS - 100%

$ 131,061,854

Legend

(a) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $3,649,227 or 2.8% of net assets.

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

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

(d) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited schedule of portfolio holdings for each Fidelity Central Fund is filed with the SEC for the first and third quarters of each fiscal year on Form N-Q and is available upon request or at the SEC's web site at www.sec.gov. An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro rata share of securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's web site or upon request.

# Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty

Value

$3,905,000 due 9/01/10 at 0.25%

Banc of America Securities LLC

$ 304,021

Bank of America NA

456,336

Barclays Capital, Inc.

912,673

Goldman, Sachs & Co.

152,112

Merrill Lynch Government Securities, Inc.

273,802

Mizuho Securities USA, Inc.

1,216,897

Morgan Stanley & Co., Inc.

589,159

 

$ 3,905,000

Affiliated Central Funds

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

Fund

Income earned

Fidelity Corporate Bond 1-10 Year Central Fund

$ 684,127

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

Fund

Value, beginning of period

Purchases

Sales Proceeds

Value,
end of
period

% ownership, end of
period

Fidelity Corporate Bond 1-10 Year Central Fund

$ -

$ 75,810,200

$ 7,481,227

$ 70,145,328

3.4%

Total

$ -

$ 75,810,200

$ 7,481,227

$ 70,145,328

Other Information

The following is a summary of the inputs used, as of August 31, 2010, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Corporate Bonds

$ 52,635,270

$ -

$ 52,635,270

$ -

U.S. Government and Government Agency Obligations

9,216,101

-

9,216,101

-

Municipal Securities

1,467,640

-

1,467,640

-

Foreign Government and Government Agency Obligations

215,750

-

215,750

-

Fixed-Income Funds

70,145,328

70,145,328

-

-

Cash Equivalents

3,905,000

-

3,905,000

-

Total Investments in Securities:

$ 137,585,089

$ 70,145,328

$ 67,439,761

$ -

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

United States of America

86.3%

United Kingdom

3.3%

Luxembourg

2.5%

Canada

2.2%

Cayman Islands

2.1%

Others (Individually Less Than 1%)

3.6%

 

100.0%

The information in the above table is based on the combined investments of the Fund and its pro-rata share of its investments in each non-money market Fidelity Central Fund.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

  

August 31, 2010

 

 

 

Assets

Investment in securities, at value (including repurchase agreements of $3,905,000) - See accompanying schedule:

Unaffiliated issuers (cost $65,034,952)

$ 67,439,761

 

Fidelity Central Funds (cost $68,304,621)

70,145,328

 

Total Investments (cost $133,339,573)

 

$ 137,585,089

Cash

957

Receivable for investments sold

2,913,674

Receivable for fund shares sold

1,091,455

Interest receivable

883,691

Distributions receivable from Fidelity Central Funds

256,827

Total assets

142,731,693

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 6,155,623

Delayed delivery

5,321,171

Payable for fund shares redeemed

109,316

Distributions payable

41,737

Accrued management fee

33,162

Distribution and service plan fees payable

1,223

Other affiliated payables

7,607

Total liabilities

11,669,839

 

 

 

Net Assets

$ 131,061,854

Net Assets consist of:

 

Paid in capital

$ 126,451,682

Undistributed net investment income

44,163

Accumulated undistributed net realized gain (loss) on investments

320,493

Net unrealized appreciation (depreciation) on investments

4,245,516

Net Assets

$ 131,061,854

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

  

August 31, 2010

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($3,082,564 ÷ 295,122 shares)

$ 10.45

 

 

 

Maximum offering price per share (100/96.00 of $10.45)

$ 10.89

Class T:
Net Asset Value
and redemption price per share ($1,025,745 ÷ 98,205 shares)

$ 10.44

 

 

 

Maximum offering price per share (100/96.00 of $10.44)

$ 10.88

Class C:
Net Asset Value
and offering price per share ($668,353 ÷ 63,991 shares) A

$ 10.44

 

 

 

Corporate Bond:
Net Asset Value
, offering price and redemption price per share ($124,879,488 ÷ 11,955,806 shares)

$ 10.45

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,405,704 ÷ 134,581 shares)

$ 10.45

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

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

Annual Report

Statement of Operations

  

For the period May 4, 2010
(commencement of operations)
to August 31, 2010

 

 

 

Investment Income

 

 

Interest

 

$ 394,013

Income from Fidelity Central Funds

 

684,127

Total income

 

1,078,140

 

 

 

Expenses

Management fee

$ 80,161

Transfer agent fees

21,358

Distribution and service plan fees

6,139

Independent trustees' compensation

45

Total expenses before reductions

107,703

Expense reductions

(10)

107,693

Net investment income

970,447

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

376,742

Fidelity Central Funds

(24,352)

 

Total net realized gain (loss)

 

352,390

Change in net unrealized appreciation (depreciation) on investment securities

4,245,516

Net gain (loss)

4,597,906

Net increase (decrease) in net assets resulting from operations

$ 5,568,353

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

  

For the period
May 4, 2010
(commencement of operations) to
August 31,
2010

Increase (Decrease) in Net Assets

 

Operations

 

Net investment income

$ 970,447

Net realized gain (loss)

352,390

Change in net unrealized appreciation (depreciation)

4,245,516

Net increase (decrease) in net assets resulting from operations

5,568,353

Distributions to shareholders from net investment income

(958,181)

Share transactions - net increase (decrease)

126,451,682

Total increase (decrease) in net assets

131,061,854

 

 

Net Assets

Beginning of period

-

End of period (including undistributed net investment income of $44,163)

$ 131,061,854

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

Annual Report

Financial Highlights - Class A

Year ended August 31,

2010 H

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income E

  .128

Net realized and unrealized gain (loss)

  .446

Total from investment operations

  .574

Distributions from net investment income

  (.124)

Net asset value, end of period

$ 10.45

Total Return B,C,D

  5.78%

Ratios to Average Net Assets F, I

 

Expenses before reductions

  .74% A

Expenses net of fee waivers, if any

  .74% A

Expenses net of all reductions

  .74% A

Net investment income

  3.91% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 3,083

Portfolio turnover rate G

  67% J

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period May 4, 2010 (commencement of operations) to August 31, 2010.

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

J Amount not annualized.

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

Annual Report

Financial Highlights - Class T

Year ended August 31,

2010 H

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income E

  .131

Net realized and unrealized gain (loss)

  .436

Total from investment operations

  .567

Distributions from net investment income

  (.127)

Net asset value, end of period

$ 10.44

Total Return B,C,D

  5.71%

Ratios to Average Net Assets F, I

 

Expenses before reductions

  .68% A

Expenses net of fee waivers, if any

  .68% A

Expenses net of all reductions

  .68% A

Net investment income

  3.98% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 1,026

Portfolio turnover rate G

  67% J

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period May 4, 2010 (commencement of operations) to August 31, 2010.

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

J Amount not annualized.

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

Annual Report

Financial Highlights - Class C

Year ended August 31,

2010 H

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income E

  .106

Net realized and unrealized gain (loss)

  .437

Total from investment operations

  .543

Distributions from net investment income

  (.103)

Net asset value, end of period

$ 10.44

Total Return B,C,D

  5.46%

Ratios to Average Net Assets F, I

 

Expenses before reductions

  1.45% A

Expenses net of fee waivers, if any

  1.45% A

Expenses net of all reductions

  1.45% A

Net investment income

  3.20% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 668

Portfolio turnover rate G

  67% J

A Annualized

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

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

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

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

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

H For the period May 4, 2010 (commencement of operations) to August 31, 2010.

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

J Amount not annualized.

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

Annual Report

Financial Highlights - Corporate Bond

Year ended August 31,

2010 G

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income D

  .137

Net realized and unrealized gain (loss)

  .447

Total from investment operations

  .584

Distributions from net investment income

  (.134)

Net asset value, end of period

$ 10.45

Total Return B,C

  5.88%

Ratios to Average Net Assets E, H

 

Expenses before reductions

  .44% A

Expenses net of fee waivers, if any

  .44% A

Expenses net of all reductions

  .44% A

Net investment income

  4.21% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 124,879

Portfolio turnover rate F

  67% I

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period May 4, 2010 (commencement of operations) to August 31, 2010.

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

I Amount not annualized.

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

Annual Report

Financial Highlights - Institutional Class

Year ended August 31,

2010 G

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income D

  .140

Net realized and unrealized gain (loss)

  .445

Total from investment operations

  .585

Distributions from net investment income

  (.135)

Net asset value, end of period

$ 10.45

Total Return B,C

  5.89%

Ratios to Average Net Assets E, H

 

Expenses before reductions

  .42% A

Expenses net of fee waivers, if any

  .42% A

Expenses net of all reductions

  .42% A

Net investment income

  4.23% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 1,406

Portfolio turnover rate F

  67% I

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period May 4, 2010 (commencement of operations) to August 31, 2010.

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

I Amount not annualized.

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

Annual Report

Notes to Financial Statements

For the period ended August 31, 2010

1. Organization.

Fidelity Corporate Bond Fund (the Fund) is a fund of Fidelity Fixed-Income Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Corporate Bond, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

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

Based on their investment objective, each Fidelity Central Fund may invest or participate in various investment vehicles or strategies that are similar to those of the Fund. These strategies are consistent with the investment objectives of the Fund and may involve certain economic risks which may cause a decline in value of each of the Fidelity Central Funds and thus a decline in the value of the Fund. The following summarizes the Fund's investment in each Fidelity Central Fund.

Fidelity Central Fund

Investment Manager

Investment Objective

Investment Practices

Fidelity Corporate Bond 1-10 Year Central Fund

Fidelity Investment Money Management, Inc. (FIMM)

Seeks a high level of income by normally investing in investment-grade corporate bonds and other corporate debt securities and repurchase agreements for those securities.

Delayed Delivery & When Issued Securities

Repurchase Agreements

Restricted Securities

Swap Agreements

Annual Report

Notes to Financial Statements - continued

2. Investments in Fidelity Central Funds - continued

An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds which contain the significant accounting policies (including security valuation policies) of those funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

August 31, 2010, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, foreign government and government agency obligations, municipal securities and U.S. government and government agency obligations, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates fair value and are categorized as Level 2 in the hierarchy.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst each fund in the Trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of August 31, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

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

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

Book-tax differences are primarily due to market discount, partnerships (including allocations from Fidelity Central Funds) and losses deffered due to wash sales.

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

Gross unrealized appreciation

$ 4,153,654

Gross unrealized depreciation

(19,687)

Net unrealized appreciation (depreciation)

$ 4,133,967

 

 

Tax Cost

$ 133,451,122

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 443,827

Undistributed long-term capital gain

$ 32,376

Net unrealized appreciation (depreciation)

$ 4,133,967

The tax character of distributions paid was as follows:

 

August 31, 2010

Ordinary Income

$ 958,181

Annual Report

4. Operating Policies.

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

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

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

5. Purchases and Sales of Investments.

Purchases and sales of securities,(including the Fixed-Income Central Funds), other than short-term securities and U.S. government securities, aggregated $123,948,095 and $12,135,280, respectively.

Annual Report

Notes to Financial Statements - continued

6. 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 that is based on an annual rate of .35% of the Fund's average net assets. FMR pays all other expenses, except the compensation of the independent Trustees and certain exceptions such as transfer agent and distribution and service plan fees, and interest expense.

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

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

-%

.25%

$ 2,233

$ 564

Class T

-%

.25%

968

463

Class C

.75%

.25%

2,938

1,987

 

 

 

$ 6,139

$ 3,014

Sales Load. FDC receives a front-end sales charge of up to 4.00% for selling Class A shares and Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 1% for Class C, .75% for certain purchases of Class A shares (1.00 to .50% prior to July 12, 2010) and .25% for certain purchases of Class T shares.

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

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, the total transfer agent fees paid by each class were as follows:

 

Amount

% of
Average
Net Assets
*

Class A

$ 1,302

.14

Class T

326

.08

Class C

314

.11

Corporate Bond

19,065

.09

Institutional Class

351

.07

 

$ 21,358

 

* Annualized

7. Expense Reductions.

Through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's management fee by $10.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Year ended August 31,

2010 A

From net investment income

 

Class A

$ 34,654

Class T

15,067

Class C

8,948

Corporate Bond

879,782

Institutional Class

19,730

Total

$ 958,181

A For the period May 4, 2010 (commencement of operations) to August 31, 2010.

Annual Report

Notes to Financial Statements - continued

9. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Year ended August 31,

2010 A

2010 A

Class A

 

 

Shares sold

419,766

$ 4,210,047

Reinvestment of distributions

917

9,298

Shares redeemed

(125,561)

(1,260,334)

Net increase (decrease)

295,122

$ 2,959,011

Class T

 

 

Shares sold

225,745

$ 2,263,959

Reinvestment of distributions

1,303

13,242

Shares redeemed

(128,843)

(1,293,969)

Net increase (decrease)

98,205

$ 983,232

Class C

 

 

Shares sold

163,695

$ 1,646,522

Reinvestment of distributions

753

7,616

Shares redeemed

(100,457)

(1,007,582)

Net increase (decrease)

63,991

$ 646,556

Corporate Bond

 

 

Shares sold

13,027,028

$ 131,371,513

Reinvestment of distributions

77,870

800,920

Shares redeemed

(1,149,092)

(11,644,820)

Net increase (decrease)

11,955,806

$ 120,527,613

Institutional Class

 

 

Shares sold

260,141

$ 2,605,174

Reinvestment of distributions

1,566

15,969

Shares redeemed

(127,126)

(1,285,873)

Net increase (decrease)

134,581

$ 1,335,270

A For the period May 4, 2010 (commencement of operations) to August 31, 2010.

10. Other.

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

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Fixed-Income Trust and the Shareholders of Fidelity Corporate Bond 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 Corporate Bond Fund (a fund of Fidelity Fixed-Income Trust) at August 31, 2010, the results of its operations for the period indicated, the changes in its net assets for the period indicated and the financial highlights for the period 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 Corporate Bond 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 21, 2010

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, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 189 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. 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.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Kenneth L. Wolfe serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may invest in Fidelity funds that are overseen by such other Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations and Audit Committees. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Abigail P. Johnson (48)

 

Year of Election or Appointment: 2009

Ms. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

James C. Curvey (75)

 

Year of Election or Appointment: 2007

Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-
present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

* 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.

Annual Report

Trustees and Officers - continued

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Albert R. Gamper, Jr. (68)

 

Year of Election or Appointment: 2006

Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). He also served as President and Chief Executive Officer of Tyco Capital Corporation (2001-2002). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System. Previously, Mr. Gamper served as Chairman of the Board of Governors, Rutgers University (2004-2007).

Robert F. Gartland (58)

 

Year of Election or Appointment: 2010

Mr. Gartland is a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-present) and is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).

Arthur E. Johnson (63)

 

Year of Election or Appointment: 2008

Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present) and AGL Resources, Inc. (holding company). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson and Ms. Abigail P. Johnson are not related.

Michael E. Kenneally (56)

 

Year of Election or Appointment: 2009

Previously, Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity Fixed Income and Asset Allocation Funds (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003-
2005). Mr. Kenneally was a Director of the Credit Suisse Funds (U.S. mutual funds, 2004-2008) and certain other closed-end funds (2004-
2005) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (69)

 

Year of Election or Appointment: 2007

Mr. Keyes serves as a member of the Boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, since 1998). Prior to his retirement, Mr. Keyes served as Chairman and Chief Executive Officer of Johnson Controls (automotive, building, and energy, 1998-2002) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (63)

 

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. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is an Honorary Trustee of the Brookings Institution and a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California and the Foundation Board of the School of Architecture at the University of Virginia (2007-present). Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).

Kenneth L. Wolfe (71)

 

Year of Election or Appointment: 2005

Mr. Wolfe is Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2008-present). Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Executive Officers:

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

Name, Age; Principal Occupation

John R. Hebble (52)

 

Year of Election or Appointment: 2008 

President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present), Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments.

Boyce I. Greer (54)

 

Year of Election or Appointment: 2005

Vice President of Fidelity's Fixed Income Funds and Asset Allocation Funds (2005). Mr. Greer is also a Trustee of other investment companies advised by FMR. Mr. Greer is President of The North Carolina Capital Management Trust: Cash and Term Portfolio (2003-present), the Asset Allocation Division (2008-present), President and a Director of Strategic Advisers, Inc. (2008-present), President of FIMM 130/30 LLC (2008-present), Director of Ballyrock Investment Advisors LLC (2006-present), and an Executive Vice President of FMR (2005-present). Previously, Mr. Greer served as Executive Vice President of FMR Co., Inc. (2005-2009), President and Director of Fidelity Investments Money Management, Inc. (2007-2009), and as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005).

Christopher P. Sullivan (56)

 

Year of Election or Appointment: 2009

Vice President of Fidelity's Bond Funds. Mr. Sullivan also serves as President of Fidelity's Bond Division (2009-present). Mr. Sullivan is Executive Vice President of Fidelity Investments Money Management, Inc. (2009-
present), and a Director of Fidelity Management & Research (U.K.) Inc. (2010-present). Previously, Mr. Sullivan served as Managing Director, Co-Head of U.S. Fixed Income at Goldman Sachs Asset Management (2001-2009).

Christine J. Thompson (52)

 

Year of Election or Appointment: 2010

Vice President of Fidelity's Bond Funds. Ms. Thompson also serves as Chief Investment Officer of FMR's Bond Group (2010-present) and is an employee of Fidelity Investments. Previously, Ms. Thompson served as Director of Municipal Bond Portfolio Managers (2002-2010).

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

David J. Carter (37)

 

Year of Election or Appointment: 2010

Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Carter also serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2005-present).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-
2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (51)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Michael H. Whitaker (43)

 

Year of Election or Appointment: 2008

Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker also serves as Chief Compliance Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present). Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Jeffrey S. Christian (48)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Stephanie J. Dorsey (41)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-
present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Deberghes also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-
present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2009

Assistant Treasurer of the Fidelity Fixed Income and Asset Allocation Funds. Mr. Robins also serves as President and Treasurer of other Fidelity funds (2008-present; 2010-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Corporate Bond Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

 

Pay Date

Record Date

Capital Gains

Class A

10/11/10

10/08/10

$0.035

Class T

10/11/10

10/08/10

$0.035

Class C

10/11/10

10/08/10

$0.035

The fund designates $958,181 of distributions paid during the period January 1, 2010 to August 31, 2010 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended August 31, 2010, $32,376, or, if subsequently determined to be different, the net capital gain of such year.

The fund will notify shareholders in January 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Corporate Bond Fund

On March 18, 2010, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve the management contract and subadvisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, considered a broad range of information.

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline.

Resources Dedicated to Investment Management and Support Services. The Board considered the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel.

Shareholder and Administrative Services. The Board considered the nature, quality, cost, and extent of advisory, administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund. The Board also considered the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians.

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

Investment Performance. Fidelity Corporate Bond Fund is a new fund and therefore had no historical performance for the Board to review at the time it approved the fund's Advisory Contracts. The Board considered the Investment Advisers' strength in fundamental, research-driven corporate bond selection, which the Board is familiar with through its supervision of other Fidelity funds that invest in such securities.

Based on its review, the Board concluded that the nature, extent, and quality of the services provided to the fund will benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's proposed management fee and the projected total operating expenses of each class of the fund in reviewing the Advisory Contracts. The Board noted that the fund's proposed management fee rate is lower than the median fee rate of funds with similar Lipper investment objective categories and comparable management fee characteristics. The Board also considered that the projected total operating expenses are comparable to those of similar classes and funds that Fidelity offers to shareholders.

Annual Report

Based on its review, the Board concluded that the fund's management fee and the projected total expenses of each class of the fund were fair and reasonable in light of the services that the fund and its shareholders will receive and the other factors considered.

Costs of the Services and Profitability. The fund is a new fund and therefore no revenue, cost, or profitability data was available for the Board to review in respect of the fund at the time it approved the Advisory Contracts. In connection with its future renewal of the fund's Advisory Contracts, the Board will consider the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders.

Economies of Scale. The Board will consider economies of scale when there is operating experience to permit assessment thereof. It noted that, notwithstanding the entrepreneurial risk associated with a new fund, the management fee was at a level normally associated, by comparison with competitors, with very high fund net assets, and Fidelity asserted to the Board that the level of the fee anticipated economies of scale at lower asset levels even before, if ever, economies of scale are achieved. The Board also noted that the Fund and its shareholders would have access to the very considerable number and variety of services available through Fidelity and its affiliates.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Investments
Money Management, Inc.

Fidelity Research & Analysis Company

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

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

State Street Bank and Trust Company

Quincy, MA

ACBD-UANN-1010
1.907024.100

fid166

(Fidelity Investment logo)(registered trademark)

Fidelity AdvisorSM
Corporate Bond
Fund - Institutional Class

Annual Report

August 31, 2010

Institutional Class
is a class of Fidelity®
Corporate Bond Fund

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Summary

<Click Here>

A summary of the fund's holdings.

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

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

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

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

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

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Abigail_P_Johnson)

Dear Shareholder:

A yearlong uptrend in global equity markets reversed course in late April 2010 when investor sentiment turned bearish due in great measure to concern that Europe's debt crisis would expand and slow or derail economic recovery. However, a bounceback in July helped to recover some of the ground that was lost. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

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

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

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

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

Sincerely,


(The chairman's signature appears here.)

Abigail P. Johnson

Annual Report

Shareholder Expense Example

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

The actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 4, 2010 to August 31, 2010). The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year period (March 1, 2010 to August 31, 2010).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Annual Report

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

 

Annualized
Expense Ratio

Beginning
Account Value

Ending
Account Value
August 31, 2010

Expenses Paid
During Period

Class A

.74%

 

 

 

Actual

 

$ 1,000.00

$ 1,057.80

$ 2.50 B

Hypothetical A

 

$ 1,000.00

$ 1,021.48

$ 3.77 C

Class T

.68%

 

 

 

Actual

 

$ 1,000.00

$ 1,057.10

$ 2.30 B

Hypothetical A

 

$ 1,000.00

$ 1,021.78

$ 3.47 C

Class C

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,054.60

$ 4.90 B

Hypothetical A

 

$ 1,000.00

$ 1,017.90

$ 7.38 C

Corporate Bond

.44%

 

 

 

Actual

 

$ 1,000.00

$ 1,058.80

$ 1.49 B

Hypothetical A

 

$ 1,000.00

$ 1,022.99

$ 2.24 C

Institutional Class

.42%

 

 

 

Actual

 

$ 1,000.00

$ 1,058.90

$ 1.42 B

Hypothetical A

 

$ 1,000.00

$ 1,023.09

$ 2.14 C

A 5% return per year before expenses

B Actual expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 120/365 (to reflect the period May 4, 2010 to August 31, 2010).

C Hypothetical expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

The fees and expenses of the underlying Fidelity Central Funds in which the Fund invests are not included in the Fund's annualized expense ratio.

Annual Report

Investment Summary (Unaudited)

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

Quality Diversification (% of fund's net assets)

As of August 31, 2010

fid110

U.S. Government and U.S.
Government Agency Obligations 13.0%

 

fid112

AAA 0.1%

 

fid114

AA 7.1%

 

fid116

A 25.5%

 

fid118

BBB 49.8%

 

fid120

BB and Below 5.4%

 

fid122

Short-Term Investments
and Net Other Assets (0.9)%

 

fid185

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

Weighted Average Maturity as of August 31, 2010

 

 

Years

10.8

Weighted Average Maturity (WAM) is a weighted average of all the maturities of the securities held in a fund. The weighted average maturity is based on the dollar-weighted average length of time until principal payments are expected or until securities reach maturity, taking into account any maturity shortening feature such as a call, refunding or redemption provision if it is probable that the issuer of the instrument will take advantage of such features.

Duration as of August 31, 2010

 

 

Years

6.3

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

Asset Allocation (% of fund's net assets)

As of August 31, 2010*

fid110

Corporate Bonds 86.0%

 

fid114

U.S. Government and U.S.
Government Agency Obligations 13.0%

 

fid118

Municipal Bonds 1.5%

 

fid129

Other Investments 0.4%

 

fid131

Short-Term Investments
and Net Other Assets (0.9)%

 

fid192

* Foreign investments

13.7%

 

* Futures and swaps

0.8%

 

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

A holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable.

Annual Report

Investments August 31, 2010

Showing Percentage of Net Assets

Nonconvertible Bonds - 40.2%

 

Principal Amount

Value

CONSUMER DISCRETIONARY - 6.3%

Auto Components - 1.0%

DaimlerChrysler NA Holding Corp. 5.875% 3/15/11

$ 1,250,000

$ 1,283,676

Household Durables - 0.4%

Fortune Brands, Inc.:

5.125% 1/15/11

380,000

385,653

5.375% 1/15/16

100,000

109,002

 

494,655

Media - 4.0%

Comcast Corp.:

5.7% 5/15/18

500,000

569,531

6.4% 3/1/40

493,000

563,328

Discovery Communications LLC 6.35% 6/1/40

221,000

250,456

NBC Universal, Inc. 6.4% 4/30/40 (a)

100,000

112,286

News America, Inc. 6.9% 8/15/39

600,000

720,952

Time Warner Cable, Inc. 6.75% 7/1/18

100,000

119,402

Time Warner, Inc.:

3.15% 7/15/15

2,100,000

2,158,643

6.2% 3/15/40

600,000

661,436

Viacom, Inc. 6.125% 10/5/17

100,000

117,282

 

5,273,316

Multiline Retail - 0.1%

Nordstrom, Inc. 4.75% 5/1/20

40,000

42,680

Target Corp. 3.875% 7/15/20

76,000

79,718

 

122,398

Specialty Retail - 0.8%

Home Depot, Inc. 5.875% 12/16/36

500,000

535,296

Lowe's Companies, Inc. 5.8% 4/15/40

500,000

582,976

 

1,118,272

TOTAL CONSUMER DISCRETIONARY

8,292,317

CONSUMER STAPLES - 1.6%

Food & Staples Retailing - 0.3%

Wal-Mart Stores, Inc. 5.625% 4/1/40

343,000

398,889

Food Products - 0.4%

Kraft Foods, Inc.:

6.125% 2/1/18

100,000

117,024

6.5% 2/9/40

350,000

416,377

 

533,401

Nonconvertible Bonds - continued

 

Principal Amount

Value

CONSUMER STAPLES - continued

Tobacco - 0.9%

Altria Group, Inc.:

4.125% 9/11/15

$ 530,000

$ 562,395

8.5% 11/10/13

76,000

90,494

Philip Morris International, Inc. 5.65% 5/16/18

400,000

465,926

 

1,118,815

TOTAL CONSUMER STAPLES

2,051,105

ENERGY - 5.1%

Energy Equipment & Services - 2.7%

Baker Hughes, Inc. 5.125% 9/15/40

500,000

524,044

DCP Midstream LLC 5.35% 3/15/20 (a)

100,000

107,945

El Paso Pipeline Partners Operating Co. LLC 6.5% 4/1/20

525,000

560,673

Halliburton Co. 7.45% 9/15/39

1,000,000

1,350,184

Noble Holding International Ltd.:

3.45% 8/1/15

330,000

341,522

6.2% 8/1/40

470,000

527,348

Pride International, Inc. 6.875% 8/15/20

90,000

94,275

 

3,505,991

Oil, Gas & Consumable Fuels - 2.4%

Anadarko Petroleum Corp.:

5.95% 9/15/16

305,000

302,216

6.375% 9/15/17

41,000

40,570

Apache Corp. 5.1% 9/1/40

100,000

103,443

El Paso Natural Gas Co. 5.95% 4/15/17

450,000

497,136

Kinder Morgan Energy Partners LP 6.55% 9/15/40

2,000

2,237

Midcontinent Express Pipel LLC 5.45% 9/15/14 (a)

330,000

351,576

Petrobras International Finance Co. Ltd.:

5.75% 1/20/20

200,000

214,375

6.875% 1/20/40

115,000

126,213

Plains All American Pipeline LP/PAA Finance Corp. 3.95% 9/15/15

450,000

469,158

Talisman Energy, Inc. 5.85% 2/1/37

670,000

701,945

TransCanada PipeLines Ltd. 6.1% 6/1/40

250,000

287,401

Williams Partners LP 3.8% 2/15/15

100,000

104,642

 

3,200,912

TOTAL ENERGY

6,706,903

Nonconvertible Bonds - continued

 

Principal Amount

Value

FINANCIALS - 17.7%

Capital Markets - 2.0%

Goldman Sachs Group, Inc.:

3.7% 8/1/15

$ 29,000

$ 29,358

5.375% 3/15/20

200,000

206,570

6.75% 10/1/37

325,000

332,750

Merrill Lynch & Co., Inc. 7.75% 5/14/38

450,000

514,917

Morgan Stanley:

4% 7/24/15

330,000

331,531

4.1% 1/26/15

100,000

102,051

5.5% 1/26/20

100,000

101,338

Royal Bank of Scotland PLC 3.4% 8/23/13

500,000

506,395

UBS AG Stamford Branch 2.25% 8/12/13

510,000

512,365

 

2,637,275

Commercial Banks - 6.3%

Comerica Capital Trust II 6.576% 2/20/37 (c)

1,091,000

1,014,630

Discover Bank 7% 4/15/20

650,000

695,388

Fifth Third Bancorp 8.25% 3/1/38

1,140,000

1,359,009

HSBC Holdings PLC 6.5% 9/15/37

100,000

115,544

JPMorgan Chase Bank 6% 10/1/17

2,542,000

2,867,737

KeyBank NA 7% 2/1/11

594,000

607,464

Marshall & Ilsley Bank 5% 1/17/17

14,000

13,279

Regions Financial Corp. 7% 3/1/11

630,000

636,909

SunTrust Bank 6.375% 4/1/11

462,000

475,580

SunTrust Capital VIII 6.1% 12/15/36 (c)

500,000

425,000

 

8,210,540

Consumer Finance - 0.5%

General Electric Capital Corp.:

5.875% 1/14/38

150,000

154,661

5.9% 5/13/14

430,000

486,221

 

640,882

Diversified Financial Services - 3.8%

BP Capital Markets PLC 3.625% 5/8/14

260,000

258,033

Capital One Capital V 10.25% 8/15/39

978,000

1,056,240

Capital One Capital VI 8.875% 5/15/40

100,000

105,250

Citigroup, Inc.:

5.375% 8/9/20

950,000

959,494

6.5% 8/19/13

200,000

218,734

6.875% 3/5/38

325,000

352,874

8.5% 5/22/19

100,000

122,356

JPMorgan Chase & Co. 6.3% 4/23/19

150,000

172,499

Nonconvertible Bonds - continued

 

Principal Amount

Value

FINANCIALS - continued

Diversified Financial Services - continued

TECO Finance, Inc. 5.15% 3/15/20

$ 100,000

$ 109,255

Textron Financial Corp. 5.125% 11/1/10

1,547,000

1,553,330

Whirlpool Corp. 8% 5/1/12

92,000

100,445

 

5,008,510

Insurance - 1.8%

Massachusetts Mutual Life Insurance Co. 8.875% 6/1/39 (a)

150,000

213,577

MetLife, Inc.:

2.375% 2/6/14

500,000

502,115

5.875% 2/6/41

100,000

109,390

Northwestern Mutual Life Insurance Co. 6.063% 3/30/40 (a)

600,000

708,886

Pacific Life Insurance Co. 9.25% 6/15/39 (a)

150,000

193,398

Unum Group 7.625% 3/1/11

678,000

698,651

 

2,426,017

Real Estate Investment Trusts - 0.9%

Developers Diversified Realty Corp. 7.5% 4/1/17

100,000

100,681

Equity One, Inc. 6.25% 12/15/14

100,000

107,113

Federal Realty Investment Trust 5.95% 8/15/14

100,000

111,098

HRPT Properties Trust 1.1371% 3/16/11 (c)

810,000

807,279

 

1,126,171

Real Estate Management & Development - 1.8%

Brandywine Operating Partnership LP 5.75% 4/1/12

100,000

103,309

Duke Realty LP 5.4% 8/15/14

101,000

106,489

ERP Operating LP:

4.75% 7/15/20

100,000

104,677

6.625% 3/15/12

100,000

107,452

Liberty Property LP 5.125% 3/2/15

102,000

107,797

Mack-Cali Realty LP 7.75% 2/15/11

646,000

661,577

Tanger Properties LP 6.125% 6/1/20

1,100,000

1,210,496

 

2,401,797

Thrifts & Mortgage Finance - 0.6%

Bank of America Corp. 5.65% 5/1/18

125,000

129,977

First Niagara Financial Group, Inc. 6.75% 3/19/20

573,000

629,008

 

758,985

TOTAL FINANCIALS

23,210,177

Nonconvertible Bonds - continued

 

Principal Amount

Value

HEALTH CARE - 0.2%

Health Care Providers & Services - 0.2%

WellPoint, Inc. 5.8% 8/15/40

$ 286,000

$ 306,436

INDUSTRIALS - 0.1%

Road & Rail - 0.1%

Burlington Northern Santa Fe LLC 5.75% 5/1/40

100,000

112,704

INFORMATION TECHNOLOGY - 0.6%

Office Electronics - 0.3%

Xerox Corp. 4.25% 2/15/15

330,000

351,508

Software - 0.3%

Oracle Corp. 5.375% 7/15/40 (a)

333,000

362,081

TOTAL INFORMATION TECHNOLOGY

713,589

MATERIALS - 1.7%

Chemicals - 0.1%

Dow Chemical Co. 7.6% 5/15/14

80,000

93,267

Metals & Mining - 1.6%

Anglo American Capital PLC 9.375% 4/8/14 (a)

1,315,000

1,599,478

ArcelorMittal SA 3.75% 8/5/15

490,000

485,946

 

2,085,424

TOTAL MATERIALS

2,178,691

TELECOMMUNICATION SERVICES - 3.4%

Diversified Telecommunication Services - 3.0%

AT&T, Inc.:

2.5% 8/15/15

400,000

404,357

5.8% 2/15/19

150,000

176,921

6.3% 1/15/38

924,000

1,060,284

CenturyTel, Inc. 7.6% 9/15/39

50,000

48,715

Telecom Italia Capital SA 0.9456% 2/1/11 (c)

1,350,000

1,345,703

Telefonica Emisiones SAU 5.134% 4/27/20

100,000

107,803

Verizon Communications, Inc. 6.4% 2/15/38

643,000

753,526

 

3,897,309

Nonconvertible Bonds - continued

 

Principal Amount

Value

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - 0.4%

America Movil SAB de CV 6.125% 3/30/40

$ 150,000

$ 170,037

DIRECTV Holdings LLC/DIRECTV Financing, Inc. 4.75% 10/1/14

330,000

356,533

 

526,570

TOTAL TELECOMMUNICATION SERVICES

4,423,879

UTILITIES - 3.5%

Electric Utilities - 2.1%

Commonwealth Edison Co. 4% 8/1/20

500,000

527,898

FirstEnergy Corp. 7.375% 11/15/31

400,000

443,612

Nevada Power Co. 6.65% 4/1/36

500,000

607,976

Progress Energy, Inc. 6% 12/1/39

500,000

572,557

Tampa Electric Co. 6.55% 5/15/36

500,000

601,106

 

2,753,149

Independent Power Producers & Energy Traders - 0.5%

Duke Capital LLC 5.668% 8/15/14

100,000

111,372

Exelon Generation Co. LLC 6.25% 10/1/39

500,000

559,975

 

671,347

Multi-Utilities - 0.9%

Consolidated Edison Co. of New York, Inc. 5.7% 6/15/40

550,000

628,449

MidAmerican Energy Holdings, Co. 6.5% 9/15/37

146,000

177,649

NiSource Finance Corp. 6.15% 3/1/13

320,000

351,171

San Diego Gas & Electric Co. 4.5% 8/15/40

57,000

57,704

 

1,214,973

TOTAL UTILITIES

4,639,469

TOTAL NONCONVERTIBLE BONDS

(Cost $50,481,530)

52,635,270

U.S. Treasury Obligations - 7.0%

 

U.S. Treasury Bonds 4.375% 5/15/40 (b)

4,687,000

5,414,199

U.S. Treasury Notes 2.625% 8/15/20 (b)

3,755,000

3,801,902

TOTAL U.S. TREASURY OBLIGATIONS

(Cost $9,080,571)

9,216,101

Municipal Securities - 1.1%

 

Principal Amount

Value

California Gen. Oblig. 7.55% 4/1/39

$ 200,000

$ 227,184

Muni. Elec. Auth. of Georgia (Plant Vogtle Units 3&4 Proj.) Series 2010 A, 6.655% 4/1/57

1,190,000

1,240,456

TOTAL MUNICIPAL SECURITIES

(Cost $1,362,710)

1,467,640

Foreign Government and Government Agency Obligations - 0.2%

 

Brazilian Federative Republic 4.875% 1/22/21

100,000

107,250

United Mexican States 5.125% 1/15/20

100,000

108,500

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $205,141)

215,750

Fixed-Income Funds - 53.5%

Shares

 

Fidelity Corporate Bond 1-10 Year Central Fund (d)
(Cost $68,304,621)

642,533

70,145,328

Cash Equivalents - 3.0%

Maturity Amount

 

Investments in repurchase agreements in a joint trading account at 0.25%, dated 8/31/10 due 9/1/10 (Collateralized by U.S. Government Obligations) #
(Cost $3,905,000)

$ 3,905,027

3,905,000

TOTAL INVESTMENT PORTFOLIO - 105.0%

(Cost $133,339,573)

137,585,089

NET OTHER ASSETS (LIABILITIES) - (5.0)%

(6,523,235)

NET ASSETS - 100%

$ 131,061,854

Legend

(a) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $3,649,227 or 2.8% of net assets.

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

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

(d) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited schedule of portfolio holdings for each Fidelity Central Fund is filed with the SEC for the first and third quarters of each fiscal year on Form N-Q and is available upon request or at the SEC's web site at www.sec.gov. An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro rata share of securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's web site or upon request.

# Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty

Value

$3,905,000 due 9/01/10 at 0.25%

Banc of America Securities LLC

$ 304,021

Bank of America NA

456,336

Barclays Capital, Inc.

912,673

Goldman, Sachs & Co.

152,112

Merrill Lynch Government Securities, Inc.

273,802

Mizuho Securities USA, Inc.

1,216,897

Morgan Stanley & Co., Inc.

589,159

 

$ 3,905,000

Affiliated Central Funds

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

Fund

Income earned

Fidelity Corporate Bond 1-10 Year Central Fund

$ 684,127

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

Fund

Value, beginning of period

Purchases

Sales Proceeds

Value,
end of
period

% ownership, end of
period

Fidelity Corporate Bond 1-10 Year Central Fund

$ -

$ 75,810,200

$ 7,481,227

$ 70,145,328

3.4%

Total

$ -

$ 75,810,200

$ 7,481,227

$ 70,145,328

Other Information

The following is a summary of the inputs used, as of August 31, 2010, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Corporate Bonds

$ 52,635,270

$ -

$ 52,635,270

$ -

U.S. Government and Government Agency Obligations

9,216,101

-

9,216,101

-

Municipal Securities

1,467,640

-

1,467,640

-

Foreign Government and Government Agency Obligations

215,750

-

215,750

-

Fixed-Income Funds

70,145,328

70,145,328

-

-

Cash Equivalents

3,905,000

-

3,905,000

-

Total Investments in Securities:

$ 137,585,089

$ 70,145,328

$ 67,439,761

$ -

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

United States of America

86.3%

United Kingdom

3.3%

Luxembourg

2.5%

Canada

2.2%

Cayman Islands

2.1%

Others (Individually Less Than 1%)

3.6%

 

100.0%

The information in the above table is based on the combined investments of the Fund and its pro-rata share of its investments in each non-money market Fidelity Central Fund.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

  

August 31, 2010

 

 

 

Assets

Investment in securities, at value (including repurchase agreements of $3,905,000) - See accompanying schedule:

Unaffiliated issuers (cost $65,034,952)

$ 67,439,761

 

Fidelity Central Funds (cost $68,304,621)

70,145,328

 

Total Investments (cost $133,339,573)

 

$ 137,585,089

Cash

957

Receivable for investments sold

2,913,674

Receivable for fund shares sold

1,091,455

Interest receivable

883,691

Distributions receivable from Fidelity Central Funds

256,827

Total assets

142,731,693

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 6,155,623

Delayed delivery

5,321,171

Payable for fund shares redeemed

109,316

Distributions payable

41,737

Accrued management fee

33,162

Distribution and service plan fees payable

1,223

Other affiliated payables

7,607

Total liabilities

11,669,839

 

 

 

Net Assets

$ 131,061,854

Net Assets consist of:

 

Paid in capital

$ 126,451,682

Undistributed net investment income

44,163

Accumulated undistributed net realized gain (loss) on investments

320,493

Net unrealized appreciation (depreciation) on investments

4,245,516

Net Assets

$ 131,061,854

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

  

August 31, 2010

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($3,082,564 ÷ 295,122 shares)

$ 10.45

 

 

 

Maximum offering price per share (100/96.00 of $10.45)

$ 10.89

Class T:
Net Asset Value
and redemption price per share ($1,025,745 ÷ 98,205 shares)

$ 10.44

 

 

 

Maximum offering price per share (100/96.00 of $10.44)

$ 10.88

Class C:
Net Asset Value
and offering price per share ($668,353 ÷ 63,991 shares) A

$ 10.44

 

 

 

Corporate Bond:
Net Asset Value
, offering price and redemption price per share ($124,879,488 ÷ 11,955,806 shares)

$ 10.45

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,405,704 ÷ 134,581 shares)

$ 10.45

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

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

Annual Report

Statement of Operations

  

For the period May 4, 2010
(commencement of operations)
to August 31, 2010

 

 

 

Investment Income

 

 

Interest

 

$ 394,013

Income from Fidelity Central Funds

 

684,127

Total income

 

1,078,140

 

 

 

Expenses

Management fee

$ 80,161

Transfer agent fees

21,358

Distribution and service plan fees

6,139

Independent trustees' compensation

45

Total expenses before reductions

107,703

Expense reductions

(10)

107,693

Net investment income

970,447

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

376,742

Fidelity Central Funds

(24,352)

 

Total net realized gain (loss)

 

352,390

Change in net unrealized appreciation (depreciation) on investment securities

4,245,516

Net gain (loss)

4,597,906

Net increase (decrease) in net assets resulting from operations

$ 5,568,353

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

  

For the period
May 4, 2010
(commencement of operations) to
August 31,
2010

Increase (Decrease) in Net Assets

 

Operations

 

Net investment income

$ 970,447

Net realized gain (loss)

352,390

Change in net unrealized appreciation (depreciation)

4,245,516

Net increase (decrease) in net assets resulting from operations

5,568,353

Distributions to shareholders from net investment income

(958,181)

Share transactions - net increase (decrease)

126,451,682

Total increase (decrease) in net assets

131,061,854

 

 

Net Assets

Beginning of period

-

End of period (including undistributed net investment income of $44,163)

$ 131,061,854

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

Annual Report

Financial Highlights - Class A

Year ended August 31,

2010 H

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income E

  .128

Net realized and unrealized gain (loss)

  .446

Total from investment operations

  .574

Distributions from net investment income

  (.124)

Net asset value, end of period

$ 10.45

Total Return B,C,D

  5.78%

Ratios to Average Net Assets F, I

 

Expenses before reductions

  .74% A

Expenses net of fee waivers, if any

  .74% A

Expenses net of all reductions

  .74% A

Net investment income

  3.91% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 3,083

Portfolio turnover rate G

  67% J

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period May 4, 2010 (commencement of operations) to August 31, 2010.

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

J Amount not annualized.

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

Annual Report

Financial Highlights - Class T

Year ended August 31,

2010 H

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income E

  .131

Net realized and unrealized gain (loss)

  .436

Total from investment operations

  .567

Distributions from net investment income

  (.127)

Net asset value, end of period

$ 10.44

Total Return B,C,D

  5.71%

Ratios to Average Net Assets F, I

 

Expenses before reductions

  .68% A

Expenses net of fee waivers, if any

  .68% A

Expenses net of all reductions

  .68% A

Net investment income

  3.98% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 1,026

Portfolio turnover rate G

  67% J

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H For the period May 4, 2010 (commencement of operations) to August 31, 2010.

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

J Amount not annualized.

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

Annual Report

Financial Highlights - Class C

Year ended August 31,

2010 H

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income E

  .106

Net realized and unrealized gain (loss)

  .437

Total from investment operations

  .543

Distributions from net investment income

  (.103)

Net asset value, end of period

$ 10.44

Total Return B,C,D

  5.46%

Ratios to Average Net Assets F, I

 

Expenses before reductions

  1.45% A

Expenses net of fee waivers, if any

  1.45% A

Expenses net of all reductions

  1.45% A

Net investment income

  3.20% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 668

Portfolio turnover rate G

  67% J

A Annualized

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

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

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

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

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

H For the period May 4, 2010 (commencement of operations) to August 31, 2010.

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

J Amount not annualized.

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

Annual Report

Financial Highlights - Corporate Bond

Year ended August 31,

2010 G

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income D

  .137

Net realized and unrealized gain (loss)

  .447

Total from investment operations

  .584

Distributions from net investment income

  (.134)

Net asset value, end of period

$ 10.45

Total Return B,C

  5.88%

Ratios to Average Net Assets E, H

 

Expenses before reductions

  .44% A

Expenses net of fee waivers, if any

  .44% A

Expenses net of all reductions

  .44% A

Net investment income

  4.21% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 124,879

Portfolio turnover rate F

  67% I

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period May 4, 2010 (commencement of operations) to August 31, 2010.

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

I Amount not annualized.

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

Annual Report

Financial Highlights - Institutional Class

Year ended August 31,

2010 G

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income D

  .140

Net realized and unrealized gain (loss)

  .445

Total from investment operations

  .585

Distributions from net investment income

  (.135)

Net asset value, end of period

$ 10.45

Total Return B,C

  5.89%

Ratios to Average Net Assets E, H

 

Expenses before reductions

  .42% A

Expenses net of fee waivers, if any

  .42% A

Expenses net of all reductions

  .42% A

Net investment income

  4.23% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 1,406

Portfolio turnover rate F

  67% I

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period May 4, 2010 (commencement of operations) to August 31, 2010.

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

I Amount not annualized.

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

Annual Report

Notes to Financial Statements

For the period ended August 31, 2010

1. Organization.

Fidelity Corporate Bond Fund (the Fund) is a fund of Fidelity Fixed-Income Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Corporate Bond, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

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

Based on their investment objective, each Fidelity Central Fund may invest or participate in various investment vehicles or strategies that are similar to those of the Fund. These strategies are consistent with the investment objectives of the Fund and may involve certain economic risks which may cause a decline in value of each of the Fidelity Central Funds and thus a decline in the value of the Fund. The following summarizes the Fund's investment in each Fidelity Central Fund.

Fidelity Central Fund

Investment Manager

Investment Objective

Investment Practices

Fidelity Corporate Bond 1-10 Year Central Fund

Fidelity Investment Money Management, Inc. (FIMM)

Seeks a high level of income by normally investing in investment-grade corporate bonds and other corporate debt securities and repurchase agreements for those securities.

Delayed Delivery & When Issued Securities

Repurchase Agreements

Restricted Securities

Swap Agreements

Annual Report

Notes to Financial Statements - continued

2. Investments in Fidelity Central Funds - continued

An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds which contain the significant accounting policies (including security valuation policies) of those funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

August 31, 2010, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, foreign government and government agency obligations, municipal securities and U.S. government and government agency obligations, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates fair value and are categorized as Level 2 in the hierarchy.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst each fund in the Trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of August 31, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

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

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

Book-tax differences are primarily due to market discount, partnerships (including allocations from Fidelity Central Funds) and losses deffered due to wash sales.

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

Gross unrealized appreciation

$ 4,153,654

Gross unrealized depreciation

(19,687)

Net unrealized appreciation (depreciation)

$ 4,133,967

 

 

Tax Cost

$ 133,451,122

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 443,827

Undistributed long-term capital gain

$ 32,376

Net unrealized appreciation (depreciation)

$ 4,133,967

The tax character of distributions paid was as follows:

 

August 31, 2010

Ordinary Income

$ 958,181

Annual Report

4. Operating Policies.

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

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

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

5. Purchases and Sales of Investments.

Purchases and sales of securities,(including the Fixed-Income Central Funds), other than short-term securities and U.S. government securities, aggregated $123,948,095 and $12,135,280, respectively.

Annual Report

Notes to Financial Statements - continued

6. 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 that is based on an annual rate of .35% of the Fund's average net assets. FMR pays all other expenses, except the compensation of the independent Trustees and certain exceptions such as transfer agent and distribution and service plan fees, and interest expense.

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

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

-%

.25%

$ 2,233

$ 564

Class T

-%

.25%

968

463

Class C

.75%

.25%

2,938

1,987

 

 

 

$ 6,139

$ 3,014

Sales Load. FDC receives a front-end sales charge of up to 4.00% for selling Class A shares and Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 1% for Class C, .75% for certain purchases of Class A shares (1.00 to .50% prior to July 12, 2010) and .25% for certain purchases of Class T shares.

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

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, the total transfer agent fees paid by each class were as follows:

 

Amount

% of
Average
Net Assets
*

Class A

$ 1,302

.14

Class T

326

.08

Class C

314

.11

Corporate Bond

19,065

.09

Institutional Class

351

.07

 

$ 21,358

 

* Annualized

7. Expense Reductions.

Through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's management fee by $10.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Year ended August 31,

2010 A

From net investment income

 

Class A

$ 34,654

Class T

15,067

Class C

8,948

Corporate Bond

879,782

Institutional Class

19,730

Total

$ 958,181

A For the period May 4, 2010 (commencement of operations) to August 31, 2010.

Annual Report

Notes to Financial Statements - continued

9. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Year ended August 31,

2010 A

2010 A

Class A

 

 

Shares sold

419,766

$ 4,210,047

Reinvestment of distributions

917

9,298

Shares redeemed

(125,561)

(1,260,334)

Net increase (decrease)

295,122

$ 2,959,011

Class T

 

 

Shares sold

225,745

$ 2,263,959

Reinvestment of distributions

1,303

13,242

Shares redeemed

(128,843)

(1,293,969)

Net increase (decrease)

98,205

$ 983,232

Class C

 

 

Shares sold

163,695

$ 1,646,522

Reinvestment of distributions

753

7,616

Shares redeemed

(100,457)

(1,007,582)

Net increase (decrease)

63,991

$ 646,556

Corporate Bond

 

 

Shares sold

13,027,028

$ 131,371,513

Reinvestment of distributions

77,870

800,920

Shares redeemed

(1,149,092)

(11,644,820)

Net increase (decrease)

11,955,806

$ 120,527,613

Institutional Class

 

 

Shares sold

260,141

$ 2,605,174

Reinvestment of distributions

1,566

15,969

Shares redeemed

(127,126)

(1,285,873)

Net increase (decrease)

134,581

$ 1,335,270

A For the period May 4, 2010 (commencement of operations) to August 31, 2010.

10. Other.

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

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Fixed-Income Trust and the Shareholders of Fidelity Corporate Bond 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 Corporate Bond Fund (a fund of Fidelity Fixed-Income Trust) at August 31, 2010, the results of its operations for the period indicated, the changes in its net assets for the period indicated and the financial highlights for the period 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 Corporate Bond 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 21, 2010

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, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 189 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. 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.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Kenneth L. Wolfe serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may invest in Fidelity funds that are overseen by such other Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations and Audit Committees. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Abigail P. Johnson (48)

 

Year of Election or Appointment: 2009

Ms. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

James C. Curvey (75)

 

Year of Election or Appointment: 2007

Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-
present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

* 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.

Annual Report

Trustees and Officers - continued

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Albert R. Gamper, Jr. (68)

 

Year of Election or Appointment: 2006

Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). He also served as President and Chief Executive Officer of Tyco Capital Corporation (2001-2002). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System. Previously, Mr. Gamper served as Chairman of the Board of Governors, Rutgers University (2004-2007).

Robert F. Gartland (58)

 

Year of Election or Appointment: 2010

Mr. Gartland is a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-present) and is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).

Arthur E. Johnson (63)

 

Year of Election or Appointment: 2008

Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present) and AGL Resources, Inc. (holding company). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson and Ms. Abigail P. Johnson are not related.

Michael E. Kenneally (56)

 

Year of Election or Appointment: 2009

Previously, Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity Fixed Income and Asset Allocation Funds (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003-
2005). Mr. Kenneally was a Director of the Credit Suisse Funds (U.S. mutual funds, 2004-2008) and certain other closed-end funds (2004-
2005) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (69)

 

Year of Election or Appointment: 2007

Mr. Keyes serves as a member of the Boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, since 1998). Prior to his retirement, Mr. Keyes served as Chairman and Chief Executive Officer of Johnson Controls (automotive, building, and energy, 1998-2002) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (63)

 

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. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is an Honorary Trustee of the Brookings Institution and a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California and the Foundation Board of the School of Architecture at the University of Virginia (2007-present). Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).

Kenneth L. Wolfe (71)

 

Year of Election or Appointment: 2005

Mr. Wolfe is Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2008-present). Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Executive Officers:

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

Name, Age; Principal Occupation

John R. Hebble (52)

 

Year of Election or Appointment: 2008 

President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present), Assistant Treasurer of other Fidelity funds (2009-
present) and is an employee of Fidelity Investments.

Boyce I. Greer (54)

 

Year of Election or Appointment: 2005

Vice President of Fidelity's Fixed Income Funds and Asset Allocation Funds (2005). Mr. Greer is also a Trustee of other investment companies advised by FMR. Mr. Greer is President of The North Carolina Capital Management Trust: Cash and Term Portfolio (2003-present), the Asset Allocation Division (2008-present), President and a Director of Strategic Advisers, Inc. (2008-present), President of FIMM 130/30 LLC (2008-
present), Director of Ballyrock Investment Advisors LLC (2006-present), and an Executive Vice President of FMR (2005-present). Previously, Mr. Greer served as Executive Vice President of FMR Co., Inc. (2005-2009), President and Director of Fidelity Investments Money Management, Inc. (2007-2009), and as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005).

Christopher P. Sullivan (56)

 

Year of Election or Appointment: 2009

Vice President of Fidelity's Bond Funds. Mr. Sullivan also serves as President of Fidelity's Bond Division (2009-present). Mr. Sullivan is Executive Vice President of Fidelity Investments Money Management, Inc. (2009-
present), and a Director of Fidelity Management & Research (U.K.) Inc. (2010-present). Previously, Mr. Sullivan served as Managing Director, Co-Head of U.S. Fixed Income at Goldman Sachs Asset Management (2001-2009).

Christine J. Thompson (52)

 

Year of Election or Appointment: 2010

Vice President of Fidelity's Bond Funds. Ms. Thompson also serves as Chief Investment Officer of FMR's Bond Group (2010-present) and is an employee of Fidelity Investments. Previously, Ms. Thompson served as Director of Municipal Bond Portfolio Managers (2002-2010).

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

David J. Carter (37)

 

Year of Election or Appointment: 2010

Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Carter also serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2005-present).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-
2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (51)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Michael H. Whitaker (43)

 

Year of Election or Appointment: 2008

Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker also serves as Chief Compliance Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present). Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Jeffrey S. Christian (48)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Stephanie J. Dorsey (41)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-
present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Deberghes also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-
present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2009

Assistant Treasurer of the Fidelity Fixed Income and Asset Allocation Funds. Mr. Robins also serves as President and Treasurer of other Fidelity funds (2008-present; 2010-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Corporate Bond Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

 

Pay Date

Record Date

Capital Gains

Institutional Class

10/11/10

10/08/10

$0.035

The fund designates $958,181 of distributions paid during the period January 1, 2010 to August 31, 2010 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended August 31, 2010, $32,376, or, if subsequently determined to be different, the net capital gain of such year.

The fund will notify shareholders in January 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Corporate Bond Fund

On March 18, 2010, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve the management contract and subadvisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, considered a broad range of information.

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline.

Resources Dedicated to Investment Management and Support Services. The Board considered the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel.

Shareholder and Administrative Services. The Board considered the nature, quality, cost, and extent of advisory, administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund. The Board also considered the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians.

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

Investment Performance. Fidelity Corporate Bond Fund is a new fund and therefore had no historical performance for the Board to review at the time it approved the fund's Advisory Contracts. The Board considered the Investment Advisers' strength in fundamental, research-driven corporate bond selection, which the Board is familiar with through its supervision of other Fidelity funds that invest in such securities.

Based on its review, the Board concluded that the nature, extent, and quality of the services provided to the fund will benefit the fund's shareholders.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's proposed management fee and the projected total operating expenses of each class of the fund in reviewing the Advisory Contracts. The Board noted that the fund's proposed management fee rate is lower than the median fee rate of funds with similar Lipper investment objective categories and comparable management fee characteristics. The Board also considered that the projected total operating expenses are comparable to those of similar classes and funds that Fidelity offers to shareholders.

Annual Report

Based on its review, the Board concluded that the fund's management fee and the projected total expenses of each class of the fund were fair and reasonable in light of the services that the fund and its shareholders will receive and the other factors considered.

Costs of the Services and Profitability. The fund is a new fund and therefore no revenue, cost, or profitability data was available for the Board to review in respect of the fund at the time it approved the Advisory Contracts. In connection with its future renewal of the fund's Advisory Contracts, the Board will consider the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders.

Economies of Scale. The Board will consider economies of scale when there is operating experience to permit assessment thereof. It noted that, notwithstanding the entrepreneurial risk associated with a new fund, the management fee was at a level normally associated, by comparison with competitors, with very high fund net assets, and Fidelity asserted to the Board that the level of the fee anticipated economies of scale at lower asset levels even before, if ever, economies of scale are achieved. The Board also noted that the Fund and its shareholders would have access to the very considerable number and variety of services available through Fidelity and its affiliates.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Investments
Money Management, Inc.

Fidelity Research & Analysis Company

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

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

State Street Bank and Trust Company

Quincy, MA

ACBDI-UANN-1010
1.907012.100

fid166

Fidelity®
Intermediate Bond
Fund

Annual Report

August 31, 2010

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion of Fund Performance

<Click Here>

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

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

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

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

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

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Abigail_P_Johnson)

Dear Shareholder:

A yearlong uptrend in global equity markets reversed course in late April 2010 when investor sentiment turned bearish due in great measure to concern that Europe's debt crisis would expand and slow or derail economic recovery. However, a bounceback in July helped to recover some of the ground that was lost. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

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

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

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

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

Sincerely,


(The chairman's signature appears here.)

Abigail P. Johnson

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended August 31, 2010

Past 1
year

Past 5
years

Past 10
years

Fidelity® Intermediate Bond Fund

11.59%

5.27%

5.88%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Intermediate Bond Fund on August 31, 2000. The chart shows how the value of your investment would have changed, and also shows how the Barclays Capital U.S. Intermediate Government/Credit Bond Index performed over the same period.

fid206

Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. taxable bonds generated strong results during the 12-month period ending August 31, 2010, as evidenced by the 9.18% advance of the Barclays Capital U.S. Aggregate Bond Index, a broad measure of the domestic investment-grade debt universe. Riskier segments of the market fared best overall, led by corporate bonds and asset-backed securities (ABS). These sectors were big beneficiaries of robust demand from investors seeking attractively priced, higher-yielding investments amid signs of economic stabilization during much of the period. The Barclays Capital U.S. Credit Bond Index rose 12.87% and the Barclays Capital U.S. Fixed-Rate ABS Index returned 10.53%. The Barclays Capital U.S. Treasury Bond Index advanced 8.13%, with most of the gain coming in the second half of the period. That's when investors began to return to the relative safety of U.S. government bonds, as the economic outlook became less certain and worries about inflation receded. Elsewhere, mortgage-backed securities (MBS), bolstered largely by government purchase programs, increased 6.97%, as measured by the Barclays Capital U.S. MBS Index. Government-backed agency securities lagged the broader MBS market, with the Barclays Capital U.S. Agency Bond Index gaining 5.82%. Agency securities initially were constrained by investors' diminished appetite for bonds with lower perceived credit risk, but later were helped by the Federal Reserve's purchases of agency debt.

Comments from Robert Galusza and Ford O'Neil, Lead Portfolio Manager and Co-Portfolio Manager, respectively, of Fidelity® Intermediate Bond Fund: For the year, the fund gained 11.59%, while the Barclays Capital U.S. Intermediate Government/Credit Bond Index rose 8.18%. Most of the fund's success versus the index can be attributed to sector selection, with a heavy emphasis throughout much of the period on strong-performing corporate bonds, asset-backed securities and commercial mortgage-backed securities (CMBS). All three sectors were driven by strong demand from investors seeking higher yields amid signs the economy and credit markets were stabilizing. Our positioning within corporates was fruitful, led by a large overweighting in financials. A corresponding underweighting in government securities also paid off, as did strong issue selection among U.S. Treasuries and favorable yield-curve positioning. We significantly reduced the fund's weighting in corporate bonds and CMBS during the period, based on valuations, and redeployed most of the proceeds into Treasuries. We also eliminated our position in interest rate swaps. These instruments, which were used in part to manage the fund's yield-curve positioning, performed well and, as a result, no longer traded at compelling valuations, in our view.

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

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2010 to August 31, 2010).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Annual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
March 1, 2010

Ending
Account Value
August 31, 2010

Expenses Paid
During Period
*
March 1, 2010 to
August 31, 2010

Actual

.45%

$ 1,000.00

$ 1,058.70

$ 2.34

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,022.94

$ 2.29

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

Annual Report

Investment Changes (Unaudited)

Quality Diversification (% of fund's net assets)

As of August 31, 2010

As of February 28, 2010

fid208

U.S. Government
and U.S. Government Agency Obligations 50.1%

 

fid210

U.S. Government
and U.S. Government
Agency Obligations 43.1%

 

fid212

AAA 10.6%

 

fid214

AAA 11.0%

 

fid216

AA 7.3%

 

fid218

AA 8.4%

 

fid220

A 9.5%

 

fid222

A 10.5%

 

fid224

BBB 16.1%

 

fid226

BBB 19.0%

 

fid228

BB and Below 3.1%

 

fid230

BB and Below 2.6%

 

fid232

Not Rated 0.3%

 

fid234

Not Rated 0.3%

 

fid236

Short-Term Investments
and Net Other Assets 3.0%

 

fid238

Short-Term Investments
and Net Other Assets 5.1%

 

fid240

We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the report date and do not reflect subsequent downgrades. Securities rated BB or below were rated investment grade at the time of acquisition. The information in the above table is based on the combined investments of the fund and its pro-rata share of the investments of Fidelity's fixed-income central funds.

Weighted Average Maturity as of August 31, 2010

 

 

6 months ago

Years

5.1

5.0

Weighted Average Maturity (WAM) is a weighted average of all the maturities of the securities held in a fund. The weighted average maturity is based on the dollar-weighted average length of time until principal payments are expected or until securities reach maturity, taking into account any maturity shortening feature such as a call, refunding or redemption provision if it is probable that the issuer of the instrument will take advantage of such features.

Duration as of August 31, 2010

 

 

6 months ago

Years

3.9

3.7

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

Asset Allocation (% of fund's net assets)

As of August 31, 2010 *

As of February 28, 2010 **

fid208

Corporate Bonds 33.7%

 

fid210

Corporate Bonds 37.8%

 

fid244

U.S. Government
and U.S. Government
Agency Obligations 50.1%

 

fid246

U.S. Government
and U.S. Government
Agency Obligations 43.1%

 

fid216

Asset-Backed Securities 6.1%

 

fid218

Asset-Backed Securities 6.0%

 

fid250

CMOs and
Other Mortgage
Related Securities 5.8%

 

fid252

CMOs and
Other Mortgage
Related Securities 6.6%

 

fid254

Municipal Bonds 0.3%

 

fid256

Municipal Bonds 0.3%

 

fid232

Other Investments 1.0%

 

fid234

Other Investments 1.1%

 

fid236

Short-Term Investments
and Net Other Assets 3.0%

 

fid238

Short-Term Investments
and Net Other Assets 5.1%

 

* Foreign investments

10.3%

 

** Foreign investments

11.6%

 

* Futures and Swaps

.1%

 

** Futures and Swaps

12.6%

 

fid262

Includes FDIC Guaranteed Corporate Securities.

A holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through its investments in underlying non-money market Fidelity Central Funds is available at fidelity.com.

Annual Report

Investments August 31, 2010

Showing Percentage of Net Assets

Nonconvertible Bonds - 30.4%

 

Principal
Amount (000s)

Value (000s)

CONSUMER DISCRETIONARY - 2.7%

Auto Components - 0.3%

DaimlerChrysler NA Holding Corp.:

5.75% 9/8/11

$ 8,578

$ 8,977

6.5% 11/15/13

4,012

4,583

 

13,560

Diversified Consumer Services - 0.1%

Yale University 2.9% 10/15/14

3,460

3,670

Household Durables - 0.3%

Fortune Brands, Inc.:

5.375% 1/15/16

4,540

4,949

6.375% 6/15/14

5,000

5,660

Whirlpool Corp. 6.125% 6/15/11

4,500

4,649

 

15,258

Media - 1.5%

Comcast Cable Communications, Inc. 6.75% 1/30/11

564

578

Comcast Corp.:

4.95% 6/15/16

2,075

2,293

5.15% 3/1/20

4,350

4,744

5.5% 3/15/11

421

432

COX Communications, Inc. 4.625% 6/1/13

4,934

5,305

Discovery Communications LLC:

3.7% 6/1/15

5,700

5,996

5.05% 6/1/20

2,105

2,278

NBC Universal, Inc. 5.15% 4/30/20 (f)

6,800

7,325

News America, Inc.:

5.3% 12/15/14

968

1,092

6.9% 3/1/19

5,426

6,618

Time Warner Cable, Inc.:

5.4% 7/2/12

2,699

2,896

5.85% 5/1/17

4,293

4,897

6.2% 7/1/13

2,566

2,890

6.75% 7/1/18

6,966

8,318

Time Warner, Inc.:

4.875% 3/15/20

4,550

4,880

5.875% 11/15/16

4,742

5,506

Viacom, Inc.:

4.375% 9/15/14

4,282

4,633

6.125% 10/5/17

3,071

3,602

 

74,283

Nonconvertible Bonds - continued

 

Principal
Amount (000s)

Value (000s)

CONSUMER DISCRETIONARY - continued

Multiline Retail - 0.2%

Target Corp. 3.875% 7/15/20

$ 6,900

$ 7,238

Specialty Retail - 0.3%

Lowe's Companies, Inc. 4.625% 4/15/20

4,793

5,377

Staples, Inc. 7.375% 10/1/12

8,517

9,487

 

14,864

TOTAL CONSUMER DISCRETIONARY

128,873

CONSUMER STAPLES - 1.4%

Beverages - 0.4%

Anheuser-Busch InBev Worldwide, Inc.:

2.5% 3/26/13 (f)

6,229

6,331

7.2% 1/15/14 (f)

7,000

8,160

Diageo Capital PLC 5.2% 1/30/13

1,146

1,251

FBG Finance Ltd. 5.125% 6/15/15 (f)

3,242

3,579

 

19,321

Food & Staples Retailing - 0.1%

CVS Caremark Corp. 6.036% 12/10/28

2,430

2,563

Wal-Mart Stores, Inc. 2.25% 7/8/15

5,578

5,736

 

8,299

Food Products - 0.4%

Cargill, Inc. 6% 11/27/17 (f)

781

924

General Mills, Inc.:

5.2% 3/17/15

3,350

3,830

5.65% 2/15/19

1,751

2,066

Kraft Foods, Inc.:

5.375% 2/10/20

4,470

4,971

5.625% 11/1/11

5,313

5,598

6.75% 2/19/14

596

692

 

18,081

Tobacco - 0.5%

Altria Group, Inc. 9.7% 11/10/18

8,952

11,848

Philip Morris International, Inc. 4.5% 3/26/20

6,800

7,424

Reynolds American, Inc. 6.75% 6/15/17

3,261

3,658

 

22,930

TOTAL CONSUMER STAPLES

68,631

Nonconvertible Bonds - continued

 

Principal
Amount (000s)

Value (000s)

ENERGY - 3.3%

Energy Equipment & Services - 0.5%

DCP Midstream LLC 5.35% 3/15/20 (f)

$ 4,052

$ 4,374

El Paso Pipeline Partners Operating Co. LLC 6.5% 4/1/20

4,500

4,806

Halliburton Co. 6.15% 9/15/19

2,601

3,082

Weatherford International Ltd.:

4.95% 10/15/13

1,923

2,081

5.15% 3/15/13

8,187

8,766

9.625% 3/1/19

703

923

 

24,032

Oil, Gas & Consumable Fuels - 2.8%

BW Group Ltd. 6.625% 6/28/17 (f)

3,265

3,212

Canadian Natural Resources Ltd.:

5.15% 2/1/13

4,968

5,376

5.7% 5/15/17

1,280

1,478

Cenovus Energy, Inc. 5.7% 10/15/19

4,250

4,919

Delek & Avner-Yam Tethys Ltd. 5.326% 8/1/13 (f)

51

51

Duke Capital LLC 6.25% 2/15/13

1,104

1,203

Duke Energy Field Services:

5.375% 10/15/15 (f)

1,349

1,497

6.875% 2/1/11

2,869

2,937

EnCana Corp. 6.3% 11/1/11

647

684

EnCana Holdings Finance Corp. 5.8% 5/1/14

3,190

3,617

Enterprise Products Operating LP:

4.6% 8/1/12

4,309

4,512

5.6% 10/15/14

2,159

2,412

5.65% 4/1/13

769

838

Gulf South Pipeline Co. LP 5.75% 8/15/12 (f)

4,266

4,556

Lukoil International Finance BV 6.656% 6/7/22 (f)

1,349

1,366

Midcontinent Express Pipel LLC 5.45% 9/15/14 (f)

6,200

6,605

Nexen, Inc.:

5.05% 11/20/13

4,477

4,855

5.2% 3/10/15

1,004

1,102

NGPL PipeCo LLC 6.514% 12/15/12 (f)

6,826

7,170

Petro-Canada 6.05% 5/15/18

1,874

2,185

Petrobras International Finance Co. Ltd.:

5.75% 1/20/20

4,300

4,609

7.875% 3/15/19

4,000

4,890

Plains All American Pipeline LP 7.75% 10/15/12

2,604

2,906

Plains All American Pipeline LP/PAA Finance Corp.:

3.95% 9/15/15

2,474

2,579

Nonconvertible Bonds - continued

 

Principal
Amount (000s)

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Plains All American Pipeline LP/PAA Finance Corp.: - continued

4.25% 9/1/12

$ 6,000

$ 6,260

5.75% 1/15/20

6,268

6,927

Ras Laffan Liquefied Natural Gas Co. Ltd. 8.294% 3/15/14 (f)

2,639

2,943

Ras Laffan Liquefied Natural Gas Co. Ltd. III:

4.5% 9/30/12 (f)

2,054

2,163

5.832% 9/30/16 (f)

1,483

1,638

Rockies Express Pipeline LLC 6.25% 7/15/13 (f)

3,004

3,272

Southeast Supply Header LLC 4.85% 8/15/14 (f)

5,534

5,924

Suncor Energy, Inc. 6.1% 6/1/18

5,338

6,235

Texas Eastern Transmission LP 6% 9/15/17 (f)

5,603

6,611

TransCanada PipeLines Ltd. 6.35% 5/15/67 (k)

2,618

2,390

Transcontinental Gas Pipe Line Corp. 6.4% 4/15/16

1,717

2,013

XTO Energy, Inc.:

4.9% 2/1/14

5,055

5,663

5% 1/31/15

1,932

2,205

5.65% 4/1/16

1,325

1,575

5.9% 8/1/12

4,917

5,379

 

136,757

TOTAL ENERGY

160,789

FINANCIALS - 15.9%

Capital Markets - 2.7%

Bear Stearns Companies, Inc.:

4.5% 10/28/10

2,024

2,037

5.3% 10/30/15

2,292

2,527

5.35% 2/1/12

277

294

6.95% 8/10/12

491

544

BlackRock, Inc. 6.25% 9/15/17

5,785

6,806

Goldman Sachs Group, Inc.:

3.7% 8/1/15

3,636

3,681

5.375% 3/15/20

5,000

5,164

5.95% 1/18/18

9,405

10,185

6.15% 4/1/18

2,175

2,376

Janus Capital Group, Inc.:

6.125% 9/15/11 (d)

3,225

3,263

6.5% 6/15/12

4,648

4,882

Nonconvertible Bonds - continued

 

Principal
Amount (000s)

Value (000s)

FINANCIALS - continued

Capital Markets - continued

Lazard Group LLC:

6.85% 6/15/17

$ 4,253

$ 4,528

7.125% 5/15/15

1,520

1,638

Merrill Lynch & Co., Inc.:

5.45% 2/5/13

12,980

13,855

6.4% 8/28/17

1,071

1,155

6.875% 4/25/18

4,954

5,454

Morgan Stanley:

0.8299% 1/9/14 (k)

5,823

5,432

2.8763% 5/14/13 (k)

4,770

4,819

4.1% 1/26/15

8,840

9,021

4.2% 11/20/14

6,316

6,504

4.75% 4/1/14

877

903

5.25% 11/2/12

270

287

5.45% 1/9/17

1,019

1,070

5.95% 12/28/17

2,371

2,522

6% 5/13/14

3,450

3,761

7.3% 5/13/19

3,668

4,172

Royal Bank of Scotland PLC 4.875% 8/25/14 (f)

8,200

8,648

State Street Corp. 4.3% 5/30/14

740

813

The Bank of New York, Inc. 4.95% 11/1/12

4,267

4,619

UBS AG Stamford Branch:

3.875% 1/15/15

4,700

4,857

5.75% 4/25/18

5,018

5,637

 

131,454

Commercial Banks - 5.3%

American Express Bank FSB 5.5% 4/16/13

12,085

13,142

American Express Centurion Bank 5.2% 11/26/10

158

160

Bank of Montreal 2.125% 6/28/13

9,250

9,508

Bank of Nova Scotia 3.4% 1/22/15

11,050

11,756

Bank of Tokyo-Mitsubishi UFJ Ltd. 3.85% 1/22/15 (f)

8,700

9,265

Barclays Bank PLC 2.5% 1/23/13

10,920

11,119

BB&T Corp. 6.5% 8/1/11

1,372

1,440

Commonwealth Bank of Australia:

2.9% 9/17/14 (f)

19,580

20,622

3.75% 10/15/14 (f)

10,800

11,439

Credit Suisse New York Branch:

5% 5/15/13

6,677

7,225

6% 2/15/18

8,780

9,575

DBS Bank Ltd. (Singapore) 0.5963% 5/16/17 (f)(k)

5,811

5,622

Nonconvertible Bonds - continued

 

Principal
Amount (000s)

Value (000s)

FINANCIALS - continued

Commercial Banks - continued

Export-Import Bank of Korea:

5.125% 2/14/11

$ 3,224

$ 3,274

5.25% 2/10/14 (f)

624

679

5.5% 10/17/12

2,491

2,655

Fifth Third Bancorp 4.5% 6/1/18

146

144

HBOS PLC 6.75% 5/21/18 (f)

3,004

2,938

HSBC Holdings PLC 0.7336% 10/6/16 (k)

515

492

ING Bank NV 2.65% 1/14/13 (f)

8,720

8,782

JPMorgan Chase Bank 6% 10/1/17

7,313

8,250

KeyBank NA:

5.8% 7/1/14

1,236

1,349

7% 2/1/11

1,241

1,269

Korea Development Bank 4.625% 9/16/10

2,024

2,027

Lloyds TSB Bank PLC 4.375% 1/12/15 (f)

4,350

4,428

Manufacturers & Traders Trust Co. 2.033% 4/1/13 (f)(k)

515

507

National Australia Bank Ltd. 2.35% 11/16/12 (f)

11,259

11,458

PNC Funding Corp.:

0.615% 1/31/12 (k)

6,931

6,910

3.625% 2/8/15

2,676

2,812

Rabobank Nederland NV 2.65% 8/17/12 (f)

25,880

26,613

Regions Bank 7.5% 5/15/18

268

285

Svenska Handelsbanken AB 2.875% 9/14/12 (f)

14,641

15,018

UniCredit Luxembourg Finance SA 5.584% 1/13/17 (f)(k)

3,239

3,122

UnionBanCal Corp. 5.25% 12/16/13

731

792

US Bancorp:

2% 6/14/13

9,200

9,423

3.15% 3/4/15

2,146

2,238

Wachovia Bank NA 4.875% 2/1/15

1,555

1,672

Wachovia Corp.:

0.6363% 4/23/12 (k)

633

629

5.625% 10/15/16

3,754

4,142

Wells Fargo & Co. 3.75% 10/1/14

11,970

12,616

Westpac Banking Corp.:

2.1% 8/2/13

2,560

2,590

2.25% 11/19/12

8,320

8,464

 

256,451

Consumer Finance - 1.2%

American Honda Finance Corp. 2.375% 3/18/13 (f)

1,800

1,839

Capital One Bank USA NA 8.8% 7/15/19

1,037

1,314

Nonconvertible Bonds - continued

 

Principal
Amount (000s)

Value (000s)

FINANCIALS - continued

Consumer Finance - continued

Capital One Financial Corp.:

5.7% 9/15/11

$ 2,283

$ 2,377

7.375% 5/23/14

3,290

3,833

Discover Financial Services 6.45% 6/12/17

2,523

2,693

General Electric Capital Corp.:

2.8% 1/8/13

9,075

9,330

3.5% 8/13/12

11,000

11,432

3.5% 6/29/15

3,606

3,734

5.9% 5/13/14

5,954

6,732

6.375% 11/15/67 (k)

5,670

5,443

Household Finance Corp. 6.375% 10/15/11

2,315

2,445

HSBC Finance Corp. 5.25% 1/14/11

1,630

1,655

ORIX Corp. 5.48% 11/22/11

425

443

SLM Corp.:

0.7278% 10/25/11 (k)

5,737

5,456

0.7371% 3/15/11 (k)

123

122

 

58,848

Diversified Financial Services - 2.6%

BB&T Corp. 3.375% 9/25/13

4,200

4,398

BNP Paribas US Medium-Term Note Program LLC 2.125% 12/21/12

7,140

7,260

Citigroup, Inc.:

4.75% 5/19/15

2,340

2,411

5.125% 5/5/14

504

531

6% 12/13/13

7,759

8,372

6.375% 8/12/14

2,756

3,016

6.5% 1/18/11

1,565

1,598

6.5% 8/19/13

19,685

21,529

Deutsche Bank AG London Branch 2.375% 1/11/13

8,750

8,908

International Lease Finance Corp.:

5.65% 6/1/14

7,091

6,577

6.625% 11/15/13

3,004

2,891

JPMorgan Chase & Co.:

3.4% 6/24/15

16,140

16,640

4.891% 9/1/15 (k)

3,572

3,552

6.75% 2/1/11

450

461

New York Life Global Fund 2.25% 12/14/12 (f)

4,310

4,407

Prime Property Funding, Inc.:

5.125% 6/1/15 (f)

1,204

1,175

5.35% 4/15/12 (f)

434

445

Nonconvertible Bonds - continued

 

Principal
Amount (000s)

Value (000s)

FINANCIALS - continued

Diversified Financial Services - continued

Prime Property Funding, Inc.: - continued

5.5% 1/15/14 (f)

$ 867

$ 877

5.7% 4/15/17 (f)

1,873

1,720

TECO Finance, Inc.:

4% 3/15/16

1,147

1,200

5.15% 3/15/20

1,648

1,801

7% 5/1/12

2,229

2,413

TransCapitalInvest Ltd. 5.67% 3/5/14 (f)

3,576

3,786

USAA Capital Corp. 3.5% 7/17/14 (f)

5,832

6,184

Volkswagen International Finance NV 1.625% 8/12/13 (f)

3,777

3,785

ZFS Finance USA Trust II 6.45% 12/15/65 (f)(k)

5,531

5,089

ZFS Finance USA Trust IV 5.875% 5/9/62 (f)(k)

2,866

2,566

ZFS Finance USA Trust V 6.5% 5/9/67 (f)(k)

2,778

2,514

 

126,106

Insurance - 1.2%

Allstate Corp. 6.2% 5/16/14

3,088

3,589

Assurant, Inc. 5.625% 2/15/14

2,111

2,253

Axis Capital Holdings Ltd. 5.75% 12/1/14

617

662

Berkshire Hathaway, Inc. 3.2% 2/11/15

6,700

7,074

Great-West Life & Annuity Insurance Co. 7.153% 5/16/46 (f)(k)

1,646

1,555

Jackson National Life Global Funding 5.375% 5/8/13 (f)

831

901

Liberty Mutual Group, Inc. 6.5% 3/15/35 (f)

656

598

MetLife, Inc.:

5% 6/15/15

1,285

1,409

6.125% 12/1/11

1,214

1,285

Metropolitan Life Global Funding I:

5.125% 4/10/13 (f)

617

672

5.125% 6/10/14 (f)

2,943

3,261

Monumental Global Funding II 5.65% 7/14/11 (f)

1,925

1,977

Monumental Global Funding III 5.5% 4/22/13 (f)

2,432

2,633

Pacific Life Global Funding 5.15% 4/15/13 (f)

7,081

7,617

Prudential Financial, Inc.:

3.625% 9/17/12

4,198

4,356

5.15% 1/15/13

2,393

2,559

5.4% 6/13/35

499

492

5.5% 3/15/16

469

513

6.2% 1/15/15

520

585

Nonconvertible Bonds - continued

 

Principal
Amount (000s)

Value (000s)

FINANCIALS - continued

Insurance - continued

Symetra Financial Corp. 6.125% 4/1/16 (f)

$ 5,722

$ 5,902

The Chubb Corp. 5.75% 5/15/18

1,739

2,007

Unum Group 7.125% 9/30/16

4,350

4,898

 

56,798

Real Estate Investment Trusts - 0.7%

AvalonBay Communities, Inc.:

4.95% 3/15/13

405

430

5.5% 1/15/12

1,415

1,493

Camden Property Trust:

5.375% 12/15/13

2,244

2,417

5.875% 11/30/12

741

795

Developers Diversified Realty Corp.:

5.25% 4/15/11

2,778

2,786

5.375% 10/15/12

1,432

1,430

7.5% 4/1/17

2,065

2,079

Duke Realty LP:

4.625% 5/15/13

765

794

5.875% 8/15/12

517

543

Equity One, Inc.:

6% 9/15/17

958

987

6.25% 1/15/17

545

570

Equity Residential 5.125% 3/15/16

3,150

3,427

Federal Realty Investment Trust:

5.4% 12/1/13

557

605

6% 7/15/12

3,239

3,475

6.2% 1/15/17

685

774

HRPT Properties Trust:

5.75% 11/1/15

982

1,040

6.25% 6/15/17

1,361

1,428

6.65% 1/15/18

699

750

UDR, Inc. 5.5% 4/1/14

4,753

5,083

Washington (REIT) 5.95% 6/15/11

4,044

4,163

 

35,069

Real Estate Management & Development - 1.3%

AMB Property LP 5.9% 8/15/13

2,849

3,037

Arden Realty LP 5.2% 9/1/11

1,820

1,872

BioMed Realty LP 6.125% 4/15/20 (f)

1,467

1,585

Brandywine Operating Partnership LP:

5.625% 12/15/10

4,993

5,042

Nonconvertible Bonds - continued

 

Principal
Amount (000s)

Value (000s)

FINANCIALS - continued

Real Estate Management & Development - continued

Brandywine Operating Partnership LP: - continued

5.7% 5/1/17

$ 2,271

$ 2,301

5.75% 4/1/12

2,357

2,435

Colonial Properties Trust 4.8% 4/1/11

10

10

Duke Realty LP:

5.4% 8/15/14

2,669

2,814

5.625% 8/15/11

3,502

3,579

6.25% 5/15/13

6,735

7,279

ERP Operating LP:

4.75% 7/15/20

2,895

3,030

5.375% 8/1/16

1,323

1,457

5.5% 10/1/12

2,159

2,330

5.75% 6/15/17

4,704

5,311

Liberty Property LP:

5.125% 3/2/15

1,084

1,146

5.5% 12/15/16

1,658

1,786

6.625% 10/1/17

2,744

3,140

Mack-Cali Realty LP 7.75% 2/15/11

1,326

1,358

Post Apartment Homes LP 6.3% 6/1/13

4,169

4,502

Reckson Operating Partnership LP 5.15% 1/15/11

312

313

Regency Centers LP:

4.95% 4/15/14

675

709

5.25% 8/1/15

2,356

2,522

5.875% 6/15/17

1,166

1,264

Simon Property Group LP:

4.2% 2/1/15

1,570

1,678

5.3% 5/30/13

50

55

Tanger Properties LP 6.15% 11/15/15

372

411

 

60,966

Thrifts & Mortgage Finance - 0.9%

Bank of America Corp.:

3.7% 9/1/15

9,760

9,742

5.65% 5/1/18

6,426

6,682

Countrywide Financial Corp. 5.8% 6/7/12

6,701

7,128

First Niagara Financial Group, Inc. 6.75% 3/19/20

3,857

4,234

Independence Community Bank Corp.:

2.353% 4/1/14 (k)

5,364

5,161

Nonconvertible Bonds - continued

 

Principal
Amount (000s)

Value (000s)

FINANCIALS - continued

Thrifts & Mortgage Finance - continued

Independence Community Bank Corp.: - continued

4.9% 9/23/10

$ 1,873

$ 1,876

US Central Federal Credit Union 1.9% 10/19/12

6,480

6,644

 

41,467

TOTAL FINANCIALS

767,159

HEALTH CARE - 0.9%

Biotechnology - 0.1%

Amgen, Inc. 5.85% 6/1/17

3,264

3,908

Health Care Equipment & Supplies - 0.1%

Medtronic, Inc. 4.45% 3/15/20

4,540

4,995

Health Care Providers & Services - 0.3%

Coventry Health Care, Inc.:

5.95% 3/15/17

1,930

1,932

6.3% 8/15/14

3,995

4,260

Express Scripts, Inc.:

5.25% 6/15/12

3,081

3,287

6.25% 6/15/14

1,824

2,103

WellPoint, Inc. 4.35% 8/15/20

5,000

5,155

 

16,737

Pharmaceuticals - 0.4%

Merck & Co., Inc. 5% 6/30/19

2,152

2,499

Roche Holdings, Inc. 5% 3/1/14 (f)

6,563

7,326

Teva Pharmaceutical Finance II BV/Teva Pharmaceutical Finance III LLC 3% 6/15/15

6,900

7,192

 

17,017

TOTAL HEALTH CARE

42,657

INDUSTRIALS - 0.5%

Aerospace & Defense - 0.0%

BAE Systems Holdings, Inc. 6.4% 12/15/11 (f)

1,021

1,080

Airlines - 0.4%

American Airlines, Inc. pass-thru trust certificates 6.978% 10/1/12

254

256

Continental Airlines, Inc.:

6.648% 3/15/19

3,115

3,157

6.795% 2/2/20

240

230

Nonconvertible Bonds - continued

 

Principal
Amount (000s)

Value (000s)

INDUSTRIALS - continued

Airlines - continued

Continental Airlines, Inc.: - continued

6.82% 5/1/18

$ 244

$ 244

6.9% 7/2/19

903

927

Delta Air Lines, Inc. pass-thru trust certificates:

6.821% 8/10/22

373

383

7.57% 11/18/10

12,193

12,315

U.S. Airways pass-thru trust certificates:

6.85% 7/30/19

2,118

2,005

8.36% 7/20/20

1,459

1,457

 

20,974

Industrial Conglomerates - 0.1%

Covidien International Finance SA:

5.45% 10/15/12

738

806

6% 10/15/17

3,234

3,848

 

4,654

TOTAL INDUSTRIALS

26,708

INFORMATION TECHNOLOGY - 0.7%

Electronic Equipment & Components - 0.2%

Tyco Electronics Group SA:

5.95% 1/15/14

3,258

3,645

6% 10/1/12

4,281

4,633

6.55% 10/1/17

2,606

3,048

 

11,326

Office Electronics - 0.3%

Xerox Corp.:

4.25% 2/15/15

11,600

12,356

5.5% 5/15/12

1,768

1,887

 

14,243

Software - 0.2%

Oracle Corp. 3.875% 7/15/20 (f)

6,900

7,339

TOTAL INFORMATION TECHNOLOGY

32,908

Nonconvertible Bonds - continued

 

Principal
Amount (000s)

Value (000s)

MATERIALS - 0.9%

Chemicals - 0.2%

Dow Chemical Co. 4.85% 8/15/12

$ 8,061

$ 8,507

Lubrizol Corp. 8.875% 2/1/19

1,024

1,316

 

9,823

Construction Materials - 0.0%

CRH America, Inc. 6% 9/30/16

2,024

2,225

Containers & Packaging - 0.1%

Pactiv Corp.:

5.875% 7/15/12

1,892

2,007

6.4% 1/15/18

1,931

2,003

 

4,010

Metals & Mining - 0.6%

Anglo American Capital PLC:

9.375% 4/8/14 (f)

2,770

3,369

9.375% 4/8/19 (f)

3,822

5,098

BHP Billiton Financial (USA) Ltd.:

5.125% 3/29/12

2,182

2,316

5.5% 4/1/14

1,622

1,825

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

2,211

2,439

Rio Tinto Finance (USA) Ltd.:

5.875% 7/15/13

3,604

4,012

6.5% 7/15/18

4,332

5,129

Vale Overseas Ltd. 6.25% 1/23/17

2,564

2,875

 

27,063

TOTAL MATERIALS

43,121

TELECOMMUNICATION SERVICES - 1.6%

Diversified Telecommunication Services - 1.1%

AT&T Broadband Corp. 8.375% 3/15/13

2,855

3,317

AT&T, Inc.:

5.5% 2/1/18

4,660

5,381

6.7% 11/15/13

1,296

1,501

British Telecommunications PLC 9.375% 12/15/10 (d)

3,439

3,516

CenturyTel, Inc. 6.15% 9/15/19

3,860

3,920

Deutsche Telekom International Financial BV 5.25% 7/22/13

2,703

2,956

France Telecom SA 7.75% 3/1/11 (d)

613

634

Nonconvertible Bonds - continued

 

Principal
Amount (000s)

Value (000s)

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

SBC Communications, Inc.:

5.1% 9/15/14

$ 2,395

$ 2,693

5.875% 2/1/12

3,018

3,223

5.875% 8/15/12

1,080

1,179

Sprint Capital Corp. 7.625% 1/30/11

2,040

2,076

Telecom Italia Capital SA:

4.95% 9/30/14

3,542

3,724

5.25% 10/1/15

2,889

3,076

Telefonica Emisiones SAU:

3.729% 4/27/15

8,664

8,960

6.421% 6/20/16

1,283

1,479

Verizon New England, Inc. 6.5% 9/15/11

1,086

1,146

Verizon New York, Inc. 6.875% 4/1/12

6,027

6,512

 

55,293

Wireless Telecommunication Services - 0.5%

America Movil SAB de CV 3.625% 3/30/15

4,500

4,706

DIRECTV Holdings LLC/DIRECTV Financing, Inc. 4.75% 10/1/14

8,332

9,002

Sprint Nextel Corp. 6% 12/1/16

1,159

1,082

Verizon Wireless Capital LLC 5.55% 2/1/14

2,621

2,966

Vodafone Group PLC:

5% 12/16/13

2,536

2,772

5.5% 6/15/11

3,824

3,963

 

24,491

TOTAL TELECOMMUNICATION SERVICES

79,784

UTILITIES - 2.5%

Electric Utilities - 1.2%

AmerenUE 6.4% 6/15/17

3,299

3,867

Cleveland Electric Illuminating Co. 5.65% 12/15/13

4,542

4,959

Commonwealth Edison Co. 5.4% 12/15/11

4,828

5,090

EDP Finance BV:

4.9% 10/1/19 (f)

1,200

1,111

5.375% 11/2/12 (f)

2,201

2,275

6% 2/2/18 (f)

4,164

4,170

Enel Finance International SA 5.7% 1/15/13 (f)

921

993

Exelon Corp. 4.9% 6/15/15

3,038

3,331

FirstEnergy Solutions Corp.:

4.8% 2/15/15

1,018

1,086

Nonconvertible Bonds - continued

 

Principal
Amount (000s)

Value (000s)

UTILITIES - continued

Electric Utilities - continued

FirstEnergy Solutions Corp.: - continued

6.05% 8/15/21

$ 2,370

$ 2,511

Illinois Power Co. 6.125% 11/15/17

455

525

Mid-American Energy Co. 5.65% 7/15/12

213

230

Nevada Power Co.:

6.5% 5/15/18

6,784

8,135

6.5% 8/1/18

1,734

2,088

Oncor Electric Delivery Co. 6.375% 5/1/12

3,016

3,252

Pennsylvania Electric Co. 6.05% 9/1/17

844

956

PPL Capital Funding, Inc. 6.7% 3/30/67 (k)

4,530

4,247

Progress Energy, Inc. 7.1% 3/1/11

3,738

3,853

Sierra Pacific Power Co. 5.45% 9/1/13

1,722

1,888

 

54,567

Gas Utilities - 0.1%

Texas Eastern Transmission Corp. 7.3% 12/1/10

4,154

4,218

Independent Power Producers & Energy Traders - 0.4%

Duke Capital LLC 5.668% 8/15/14

2,270

2,528

Exelon Generation Co. LLC:

5.2% 10/1/19

6,500

7,217

5.35% 1/15/14

1,687

1,856

PPL Energy Supply LLC 6.3% 7/15/13

8,190

9,116

 

20,717

Multi-Utilities - 0.8%

Consolidated Edison Co. of New York, Inc.:

Series 2000 B:

7.5% 9/1/10

85

85

7.5% 9/1/10

108

108

4.45% 6/15/20

4,620

5,092

Dominion Resources, Inc.:

4.75% 12/15/10

4,341

4,393

6.3% 9/30/66 (k)

3,925

3,690

7.5% 6/30/66 (k)

3,601

3,673

DTE Energy Co. 7.05% 6/1/11

1,804

1,884

KeySpan Corp. 7.625% 11/15/10

594

602

MidAmerican Energy Holdings, Co. 5.875% 10/1/12

3,225

3,510

National Grid PLC 6.3% 8/1/16

1,631

1,912

NiSource Finance Corp.:

5.25% 9/15/17

2,656

2,874

5.4% 7/15/14

1,487

1,626

5.45% 9/15/20

313

335

Nonconvertible Bonds - continued

 

Principal
Amount (000s)

Value (000s)

UTILITIES - continued

Multi-Utilities - continued

NiSource Finance Corp.: - continued

6.4% 3/15/18

$ 1,465

$ 1,682

7.875% 11/15/10

1,450

1,469

Wisconsin Energy Corp. 6.25% 5/15/67 (k)

5,542

5,237

WPS Resources Corp. 6.11% 12/1/66 (k)

975

882

 

39,054

TOTAL UTILITIES

118,556

TOTAL NONCONVERTIBLE BONDS

(Cost $1,324,199)

1,469,186

U.S. Government and Government Agency Obligations - 44.1%

 

Other Government Related - 1.0%

Bank of America Corp.:

2.1% 4/30/12 (FDIC Guaranteed) (g)

3,370

3,454

3.125% 6/15/12 (FDIC Guaranteed) (g)

4,498

4,699

Citigroup Funding, Inc.:

1.875% 11/15/12 (FDIC Guaranteed) (g)

10,700

10,964

2.125% 7/12/12 (FDIC Guaranteed) (g)

2,250

2,313

2.25% 12/10/12 (FDIC Guaranteed) (g)

10,850

11,214

General Electric Capital Corp. 2% 9/28/12 (FDIC Guaranteed) (g)

12,980

13,333

Goldman Sachs Group, Inc. 3.25% 6/15/12 (FDIC Guaranteed) (g)

2,149

2,247

TOTAL OTHER GOVERNMENT RELATED

48,224

U.S. Government Agency Obligations - 6.0%

Fannie Mae:

0.625% 9/24/12

51,340

51,273

1% 9/23/13

6,120

6,129

1.125% 7/30/12

7,160

7,226

1.25% 8/20/13

12,960

13,084

2.5% 5/15/14

138,546

145,108

2.75% 3/13/14

5,036

5,327

4.625% 10/15/13

1,967

2,188

U.S. Government and Government Agency Obligations - continued

 

Principal
Amount (000s)

Value (000s)

Federal Home Loan Bank:

1.125% 5/18/12

$ 3,870

$ 3,906

1.625% 11/21/12

7,720

7,872

1.75% 8/22/12

7,820

7,987

Freddie Mac:

0.875% 10/28/13

3,351

3,340

1.75% 6/15/12

3,557

3,629

2.125% 9/21/12

11,730

12,074

2.5% 1/7/14

15,592

16,334

2.5% 4/23/14

5,680

5,959

U.S. Department of Housing and Urban Development Government guaranteed participation certificates Series 1996-A, 7.66% 8/1/15

169

171

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

291,607

U.S. Treasury Obligations - 37.1%

U.S. Treasury Notes:

0.625% 6/30/12

11,672

11,707

0.625% 7/31/12

66,083

66,285

0.75% 8/15/13

3,122

3,126

1.375% 2/15/13

23,979

24,430

1.75% 7/31/15 (e)

126,788

129,453

1.875% 6/30/15

35,653

36,633

2.375% 9/30/14 (h)

243,060

255,744

2.375% 10/31/14

14,783

15,550

2.5% 3/31/15

17,997

19,033

2.5% 4/30/15

126,042

133,299

2.625% 7/31/14

110,000

116,849

2.75% 11/30/16

25,000

26,467

3% 9/30/16

83,994

90,294

3.125% 10/31/16

65,084

70,413

3.125% 1/31/17 (h)

69,686

75,255

3.375% 6/30/13

28,369

30,550

3.5% 5/15/20

223,398

243,522

3.625% 2/15/20

227,401

250,354

3.75% 11/15/18

105,847

118,573

4% 8/15/18

63,000

71,800

TOTAL U.S. TREASURY OBLIGATIONS

1,789,337

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $2,022,304)

2,129,168

U.S. Government Agency - Mortgage Securities - 5.5%

 

Principal
Amount (000s)

Value (000s)

Fannie Mae - 4.2%

1.85% 10/1/33 (k)

$ 273

$ 281

1.94% 10/1/33 (k)

103

107

1.946% 4/1/36 (k)

5,967

6,166

1.971% 12/1/34 (k)

249

257

1.972% 2/1/33 (k)

218

226

1.972% 1/1/35 (k)

3,322

3,439

1.983% 3/1/35 (k)

167

173

2.02% 7/1/35 (k)

7,062

7,332

2.065% 7/1/35 (k)

105

108

2.136% 3/1/35 (k)

39

40

2.582% 3/1/35 (k)

118

124

2.593% 6/1/36 (k)

217

227

2.618% 7/1/35 (k)

1,028

1,076

2.627% 7/1/34 (k)

523

545

2.66% 7/1/33 (k)

3,059

3,207

2.664% 6/1/34 (k)

1,182

1,236

2.709% 8/1/35 (k)

1,138

1,193

2.747% 7/1/35 (k)

812

847

2.782% 10/1/35 (k)

374

388

2.798% 10/1/33 (k)

313

328

2.804% 7/1/34 (k)

5,531

5,783

2.822% 12/1/33 (k)

7,482

7,800

2.844% 11/1/36 (k)

1,425

1,497

2.845% 7/1/34 (k)

119

124

2.858% 5/1/35 (k)

541

569

2.898% 8/1/33 (k)

2,723

2,844

3.03% 7/1/35 (k)

468

489

3.043% 2/1/34 (k)

70

74

3.2% 9/1/34 (k)

2,056

2,146

3.201% 1/1/40 (k)

4,304

4,487

3.228% 9/1/36 (k)

2,048

2,168

3.295% 11/1/36 (k)

1,507

1,580

3.319% 9/1/35 (k)

4,914

5,131

3.33% 4/1/35 (k)

4,650

4,872

3.343% 1/1/40 (k)

6,738

7,058

3.407% 10/1/37 (k)

178

187

3.5% 10/1/25 (n)

47,960

49,723

3.587% 12/1/39 (k)

1,249

1,308

3.603% 3/1/40 (k)

5,205

5,480

3.774% 10/1/39 (k)

3,021

3,167

4% 7/1/18

4,174

4,456

U.S. Government Agency - Mortgage Securities - continued

 

Principal
Amount (000s)

Value (000s)

Fannie Mae - continued

4.248% 7/1/37 (k)

$ 489

$ 515

4.5% 8/1/18 to 7/1/20

9,916

10,598

5.5% 7/1/16 to 6/1/36

28,721

31,065

5.712% 9/1/35 (k)

1,000

1,058

6.5% 4/1/13 to 3/1/35

16,895

18,662

7% 7/1/25 to 2/1/32

37

41

7.5% 8/1/13 to 8/1/29

450

509

12.5% 4/1/15

5

5

TOTAL FANNIE MAE

200,696

Freddie Mac - 1.2%

2.044% 4/1/35 (k)

1,850

1,921

2.624% 1/1/35 (k)

172

180

2.664% 6/1/35 (k)

434

456

2.957% 3/1/36 (k)

539

559

3.088% 3/1/35 (k)

1,686

1,776

3.518% 12/1/39 (k)

3,947

4,133

3.54% 3/1/33 (k)

37

39

3.542% 4/1/40 (k)

3,381

3,541

3.586% 4/1/40 (k)

2,947

3,092

3.614% 2/1/40 (k)

7,278

7,647

4.5% 8/1/18

13,355

14,269

5% 3/1/19

15,778

16,873

5.367% 1/1/36 (k)

1,610

1,676

5.37% 11/1/35 (k)

952

1,008

5.416% 10/1/35 (k)

284

300

7% 10/1/10 to 7/1/13

34

34

7.5% 12/1/10 to 1/1/33

221

244

TOTAL FREDDIE MAC

57,748

Ginnie Mae - 0.1%

7% 1/15/28 to 11/15/32

4,707

5,248

7.5% 3/15/28

5

5

8% 7/15/17 to 5/15/22

1,179

1,308

TOTAL GINNIE MAE

6,561

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $256,454)

265,005

Asset-Backed Securities - 6.1%

 

Principal
Amount (000s)

Value (000s)

Accredited Mortgage Loan Trust Series 2005-1 Class M1, 0.7338% 4/25/35 (k)

$ 821

$ 471

ACE Securities Corp. Home Equity Loan Trust:

Series 2004-HE1:

Class M1, 1.0138% 3/25/34 (k)

69

67

Class M2, 1.9138% 3/25/34 (k)

356

232

Series 2005-HE2 Class M2, 0.7138% 4/25/35 (k)

88

78

Series 2006-HE2 Class M3, 0.6038% 5/25/36 (k)

9

0*

Series 2006-OP1:

Class M4, 0.6338% 4/25/36 (k)

77

3

Class M5, 0.6538% 4/25/36 (k)

19

0*

Advanta Business Card Master Trust:

Series 2006-A6 Class A6, 0.2963% 9/20/13 (k)

185

184

Series 2006-A7 Class A7, 0.2863% 10/20/12 (k)

195

194

Series 2006-C1 Class C1, 0.7463% 10/20/14 (k)

59

11

Series 2007-A4 Class A4, 0.2963% 4/22/13 (k)

423

420

Series 2007-D1 Class D, 1.6663% 1/22/13 (f)(k)

4,593

0

Ally Auto Receivables Trust:

Series 2009 B Class A3, 1.98% 10/15/13 (f)

7,320

7,446

Series 2009-A:

Class A3, 2.33% 6/17/13 (f)

1,840

1,878

Class A4, 3% 10/15/15 (f)

1,820

1,903

Series 2010-1 Class A4, 2.3% 12/15/14

6,270

6,427

Ally Master Owner Trust:

Series 2010-1 Class A, 2.0259% 1/15/15 (f)(k)

11,750

11,976

Series 2010-2 Class A, 4.25% 4/15/17 (f)

4,540

4,790

AmeriCredit Automobile Receivables Trust Series 2005-DA Class A4, 5.02% 11/6/12

74

74

AmeriCredit Prime Automobile Receivables Trust:

Series 2007-1 Class D, 5.62% 9/8/14

714

717

Series 2007-2M Class A3, 5.22% 6/8/12

44

44

Ameriquest Mortgage Securities, Inc. pass-thru certificates:

Series 2003-10 Class M1, 0.9638% 12/25/33 (k)

47

34

Series 2004-R2 Class M3, 0.8138% 4/25/34 (k)

69

8

Series 2005-R2 Class M1, 0.7138% 4/25/35 (k)

930

722

Argent Securities, Inc. pass-thru certificates:

Series 2003-W7 Class A2, 0.7188% 3/25/34 (k)

22

15

Series 2004-W11 Class M2, 0.9638% 11/25/34 (k)

253

149

Series 2004-W7 Class M1, 0.8138% 5/25/34 (k)

968

439

Series 2006-W4 Class A2C, 0.4238% 5/25/36 (k)

654

225

Asset Backed Securities Corp. Home Equity Loan Trust:

Series 2004-HE2 Class M1, 1.0888% 4/25/34 (k)

1,202

722

Asset-Backed Securities - continued

 

Principal
Amount (000s)

Value (000s)

Asset Backed Securities Corp. Home Equity Loan Trust: - continued

Series 2006-HE2 Class M1, 0.6338% 3/25/36 (k)

$ 193

$ 14

Axon Financial Funding Ltd. 1.1336% 4/4/17 (c)(f)(k)

4,149

0*

Bank of America Auto Trust:

Series 2009-1A:

Class A3, 2.67% 7/15/13 (f)

6,660

6,764

Class A4, 3.52% 6/15/16 (f)

3,600

3,776

Series 2009-2A Class A3, 2.13% 9/15/13 (f)

2,900

2,938

Series 2009-3A Class A3, 1.67% 12/15/13 (f)

7,000

7,078

Series 2010-2 Class A3, 1.31% 7/15/14

7,730

7,800

Bear Stearns Asset Backed Securities I Trust Series 2005-HE2 Class M2, 1.0138% 2/25/35 (k)

1,896

968

Brazos Higher Education Authority, Inc. Student Loan Rev. Series 2006 A2R, 1.2883% 12/1/41 (k)

774

773

Brazos Higher Education Authority, Inc. Series 2006-2 Class A9, 0.5483% 12/26/24 (k)

988

939

C-BASS Trust Series 2006-CB7 Class A2, 0.3238% 10/25/36 (k)

115

113

Capital Auto Receivables Asset Trust:

Series 2006-2:

Class B, 5.07% 12/15/11

1,506

1,516

Class C, 5.31% 6/15/12

1,205

1,224

Series 2007-1 Class C, 5.38% 11/15/12

429

448

Series 2007-SN2 Class A4, 1.3059% 5/16/11 (f)(k)

2,678

2,678

Capital Auto Receivables Trust Series 2007-2 Class A4A, 5.39% 2/18/14

2,688

2,757

Capital One Auto Finance Trust Series 2007-C Class A4, 5.23% 7/15/14

9,300

9,705

Capital One Multi-Asset Execution Trust Series 2008-A3 Class A3, 5.05% 2/15/16

2,600

2,862

Capital Trust Ltd. Series 2004-1:

Class A2, 0.7163% 7/20/39 (f)(k)

327

65

Class B, 1.0163% 7/20/39 (f)(k)

189

9

Class C, 1.3663% 7/20/39 (f)(k)

243

5

CarMax Auto Owner Trust Series 2007-2 Class C, 5.61% 11/15/13

589

606

Carrington Mortgage Loan Trust:

Series 2006-FRE1 Class M1, 0.5638% 7/25/36 (k)

514

53

Series 2006-NC2 Class M7, 1.1138% 6/25/36 (k)

304

12

Series 2006-NC3 Class M10, 2.2638% 8/25/36 (f)(k)

680

32

Series 2006-NC4 Class M1, 0.5638% 10/25/36 (k)

165

20

Series 2006-RFC1 Class M9, 2.1338% 5/25/36 (k)

133

8

Asset-Backed Securities - continued

 

Principal
Amount (000s)

Value (000s)

Carrington Mortgage Loan Trust: - continued

Series 2007-RFC1 Class A3, 0.4038% 12/25/36 (k)

$ 812

$ 309

Cendant Timeshare Receivables Funding LLC:

Series 2005 1A Class 2A2, 0.4463% 5/20/17 (f)(k)

103

93

Series 2005-1A Class A1, 4.67% 5/20/17 (f)

336

339

Chase Issuance Trust Series 2007-A17 Class A, 5.12% 10/15/14

2,992

3,260

Chrysler Financial Lease Trust Series 2010-A Class A2, 1.78% 6/15/11 (f)

8,250

8,279

Citibank Credit Card Issuance Trust:

Series 2007-B6 Class B6, 5% 11/8/12

6,185

6,227

Series 2008-A5 Class A5, 4.85% 4/22/15

5,489

6,017

Series 2009-A5 Class A5, 2.25% 12/23/14

13,500

13,877

CitiFinancial Auto Issuance Trust Series 2009-1 Class A3, 2.59% 10/15/13 (f)

6,500

6,610

Citigroup Mortgage Loan Trust Series 2007-AMC4 Class M1, 0.5338% 5/25/37 (k)

345

16

Countrywide Asset-Backed Certificates Trust:

Series 2007-11 Class 2A1, 0.3238% 6/25/47 (k)

75

72

Series 2007-4 Class A1A, 0.4488% 9/25/37 (k)

469

436

Countrywide Home Loan Trust Series 2006-13 Class N, 7% 8/25/37 (f)

149

0

Countrywide Home Loans, Inc.:

Series 2004-3 Class M4, 1.2338% 4/25/34 (k)

72

26

Series 2004-4 Class M2, 1.0588% 6/25/34 (k)

265

139

Series 2005-3 Class MV1, 0.6838% 8/25/35 (k)

548

516

Series 2005-AB1 Class A2, 0.4738% 8/25/35 (k)

83

81

CPS Auto Receivables Trust:

Series 2006-D Class A4, 5.115% 8/15/13 (f)

379

385

Series 2007-C Class A3, 5.43% 5/15/12 (f)

46

47

DaimlerChrysler Auto Trust Series 2006-A Class B, 5.14% 9/8/12

670

671

DB Master Finance LLC Series 2006-1 Class M1, 8.285% 6/20/31 (f)

2,309

2,150

Fannie Mae subordinate REMIC pass-thru certificates Series 2004-T5 Class AB3, 0.7759% 5/28/35 (k)

18

13

Fieldstone Mortgage Investment Corp.:

Series 2004-3 Class M5, 2.4388% 8/25/34 (k)

208

95

Series 2006-3 Class 2A3, 0.4238% 11/25/36 (k)

3,188

1,142

Ford Credit Auto Owner Trust:

Series 2006-B:

Class C, 5.68% 6/15/12

1,940

1,989

Class D, 7.26% 2/15/13 (f)

2,696

2,773

Asset-Backed Securities - continued

 

Principal
Amount (000s)

Value (000s)

Ford Credit Auto Owner Trust: - continued

Series 2006-C:

Class B, 5.3% 6/15/12

$ 450

$ 466

Class D, 6.89% 5/15/13 (f)

1,855

1,928

Series 2007-A Class D, 7.05% 12/15/13 (f)

1,014

1,073

Series 2009-B Class A3, 2.79% 8/15/13

5,430

5,534

Series 2009-C Class A4, 4.43% 11/15/14

3,490

3,752

Series 2009-D Class A4, 2.98% 8/15/14

2,100

2,190

Series 2009-E Class A3, 1.51% 1/15/14

4,800

4,844

Series 2010-B:

Class A3, 0.98% 10/15/14

4,170

4,186

Class A4, 1.58% 9/15/15

9,100

9,193

Ford Credit Floorplan Master Owner Trust:

Series 2006-4:

Class A, 0.5259% 6/15/13 (k)

4,500

4,473

Class B, 0.8259% 6/15/13 (k)

348

343

Series 2010-1 Class A, 1.9259% 12/15/14 (f)(k)

8,200

8,380

Franklin Auto Trust:

Series 2006-1 Class B, 5.14% 7/21/14

53

54

Series 2007-1:

Class A4, 5.03% 2/16/15

359

359

Class C, 5.43% 2/16/15

453

447

Fremont Home Loan Trust:

Series 2005-A:

Class M3, 0.7538% 1/25/35 (k)

427

149

Class M4, 0.9438% 1/25/35 (k)

164

18

Series 2006-D Class M1, 0.4938% 11/25/36 (k)

239

8

GCO Education Loan Funding Master Trust II Series 2007-1A Class C1L, 0.6975% 2/25/47 (f)(k)

1,457

994

GCO Slims Trust Series 2006-1A, 5.72% 3/1/22 (f)

1,346

1,077

GE Business Loan Trust:

Series 2003-1 Class A, 0.7059% 4/15/31 (f)(k)

124

109

Series 2006-2A:

Class A, 0.4559% 11/15/34 (f)(k)

1,610

1,296

Class B, 0.5559% 11/15/34 (f)(k)

583

350

Class C, 0.6559% 11/15/34 (f)(k)

966

387

Class D, 1.0259% 11/15/34 (f)(k)

368

88

GE Capital Credit Card Master Note Trust Series 2009-3 Class A, 2.54% 9/15/14

10,500

10,673

GE Equipment Midticket LLC Series 2006-1 Class B, 0.4259% 9/15/17 (k)

786

775

Goal Capital Funding Trust Series 2007-1 Class C1, 0.9383% 6/25/42 (k)

545

440

Asset-Backed Securities - continued

 

Principal
Amount (000s)

Value (000s)

GS Auto Loan Trust Series 2007-1:

Class B, 5.53% 12/15/14

$ 40

$ 41

Class C, 5.74% 12/15/14

86

87

GSAMP Trust:

Series 2004-AR1:

Class B4, 5% 6/25/34 (f)(k)

273

65

Class M1, 0.9138% 6/25/34 (k)

1,379

856

Series 2007-HE1 Class M1, 0.5138% 3/25/47 (k)

547

33

GSR Mortgage Loan Trust Series 2006-FM1 Class M3, 0.6138% 4/25/36 (k)

92

2

Guggenheim Structured Real Estate Funding Ltd.:

Series 2005-1 Class C, 1.3438% 5/25/30 (f)(k)

294

77

Series 2006-3:

Class B, 0.6638% 9/25/46 (f)(k)

468

94

Class C, 0.8138% 9/25/46 (f)(k)

688

103

Home Equity Asset Trust:

Series 2003-2 Class M1, 1.5838% 8/25/33 (k)

338

215

Series 2003-3 Class M1, 1.5538% 8/25/33 (k)

366

253

Series 2003-5 Class A2, 0.9638% 12/25/33 (k)

15

8

Series 2005-5 Class 2A2, 0.5138% 11/25/35 (k)

67

66

Series 2006-1 Class 2A3, 0.4888% 4/25/36 (k)

895

861

Series 2006-8 Class 2A1, 0.3138% 3/25/37 (k)

7

7

Honda Auto Receivables Owner Trust:

Series 2009-3 Class A3, 2.31% 5/15/13

3,000

3,048

Series 2010-1 Class A4, 1.98% 5/23/16

1,770

1,813

Series 2010-2 Class A4, 1.92% 6/18/13

9,820

10,030

HSBC Home Equity Loan Trust Series 2006-2 Class M2, 0.5563% 3/20/36 (k)

362

277

HSI Asset Securitization Corp. Trust Series 2007-HE1 Class 2A3, 0.4538% 1/25/37 (k)

766

238

Hyundai Auto Receivable Trust Series 2009-A Class A3, 2.03% 8/15/13

2,320

2,356

John Deere Owner Trust Series 2009-B Class A-3, 1.57% 10/15/13

6,320

6,376

JPMorgan Mortgage Acquisition Trust:

Series 2006-NC2 Class M2, 0.5638% 7/25/36 (k)

151

7

Series 2007-CH1:

Class AV4, 0.3938% 11/25/36 (k)

764

581

Class MV1, 0.4938% 11/25/36 (k)

621

347

Series 2007-CH3 Class M1, 0.5638% 3/25/37 (k)

423

23

Keycorp Student Loan Trust:

Series 1999-A Class A2, 0.8672% 12/27/29 (k)

375

312

Series 2006-A Class 2C, 1.6872% 3/27/42 (k)

2,280

352

Asset-Backed Securities - continued

 

Principal
Amount (000s)

Value (000s)

Long Beach Auto Receivables Trust Series 2007-A Class A4, 5.025% 1/15/14

$ 1,686

$ 1,715

Long Beach Mortgage Loan Trust Series 2004-2 Class M2, 1.3438% 6/25/34 (k)

71

48

Marriott Vacation Club Owner Trust Series 2006-2A:

Class B, 5.442% 10/20/28 (f)

15

14

Class C, 5.691% 10/20/28 (f)

7

6

Class D, 6.01% 10/20/28 (f)

80

64

MASTR Asset Backed Securities Trust:

Series 2006-AM3 Class M1, 0.5238% 10/25/36 (k)

272

16

Series 2007-HE1 Class M1, 0.5638% 5/25/37 (k)

353

19

Meritage Mortgage Loan Trust Series 2004-1 Class M1, 1.0138% 7/25/34 (k)

142

61

Merrill Auto Trust Securitization Series 2007-1 Class B, 5.79% 12/15/13

158

160

Merrill Lynch Mortgage Investors Trust:

Series 2003-OPT1 Class M1, 0.9138% 7/25/34 (k)

471

362

Series 2006-FM1 Class A2B, 0.3738% 4/25/37 (k)

1,133

983

Series 2006-MLN1 Class A2A, 0.3338% 7/25/37 (k)

19

19

Series 2006-OPT1 Class A1A, 0.5238% 6/25/35 (k)

1,964

1,386

Morgan Stanley ABS Capital I Trust:

Series 2004-HE6 Class A2, 0.6038% 8/25/34 (k)

26

17

Series 2005-NC1 Class M1, 0.7038% 1/25/35 (k)

180

92

Series 2005-NC2 Class B1, 1.4338% 3/25/35 (k)

188

22

Series 2007-HE2 Class M1, 0.5138% 1/25/37 (k)

194

6

National Collegiate Student Loan Trust:

Series 2004-2 Class AIO, 9.75% 10/25/14 (m)

2,406

344

Series 2006-1 Class AIO, 5.5% 4/25/11 (m)

305

8

Series 2006-2 Class AIO, 6% 8/25/11 (m)

170

8

Series 2006-3 Class AIO, 7.1% 1/25/12 (m)

274

21

Series 2006-4:

Class A1, 0.2938% 3/25/25 (k)

199

196

Class AIO, 6.35% 2/27/12 (m)

871

74

Class D, 1.3638% 5/25/32 (k)

1,745

25

Series 2007-1 Class AIO, 7.27% 4/25/12 (m)

1,172

126

Series 2007-2 Class AIO, 6.7% 7/25/12 (m)

996

117

New Century Home Equity Loan Trust:

Series 2005-4 Class M2, 0.7738% 9/25/35 (k)

642

264

Series 2005-D Class M2, 0.7338% 2/25/36 (k)

525

68

Nissan Auto Lease Trust:

Series 2009-A Class A3, 2.92% 12/15/11

2,550

2,577

Asset-Backed Securities - continued

 

Principal
Amount (000s)

Value (000s)

Nissan Auto Lease Trust: - continued

Series 2009-B Class A3, 2.07% 1/15/15

$ 4,770

$ 4,825

Nomura Home Equity Loan Trust Series 2006-HE2 Class A2, 0.3838% 3/25/36 (k)

17

17

Ocala Funding LLC Series 2006-1A Class A, 1.6663% 3/20/11 (c)(f)(k)

530

196

Option One Mortgage Loan Trust:

Series 2007-5 Class 2A1, 0.3538% 5/25/37 (k)

18

17

Series 2007-6 Class 2A1, 0.3238% 7/25/37 (k)

32

31

Park Place Securities, Inc.:

Series 2004-WCW1:

Class M3, 1.5138% 9/25/34 (k)

240

104

Class M4, 1.7138% 9/25/34 (k)

308

49

Series 2005-WCH1:

Class M2, 0.7838% 1/25/36 (k)

1,658

1,402

Class M3, 0.8238% 1/25/36 (k)

215

138

Class M4, 1.0938% 1/25/36 (k)

665

209

Series 2005-WHQ2:

Class M7, 1.5138% 5/25/35 (k)

788

12

Class M9, 2.1438% 5/25/35 (k)

131

0*

Providian Master Note Trust Series 2006-C1A Class C1, 0.8259% 3/15/15 (f)(k)

1,893

1,885

Residential Asset Mortgage Products, Inc. Series 2006-EFC2 Class M1, 0.4938% 12/25/36 (k)

358

14

Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 1.0638% 4/25/33 (k)

2

2

Saxon Asset Securities Trust Series 2004-1 Class M1, 1.0588% 3/25/35 (k)

753

494

Securitized Asset Backed Receivables LLC Trust:

Series 2005-FR4 Class B3, 1.9838% 1/25/36 (k)

70

2

Series 2006-FR4 Class A2A, 0.3438% 8/25/36 (k)

36

17

Series 2007-NC1 Class A2A, 0.3138% 12/25/36 (k)

15

15

Sierra Receivables Funding Co. Series 2007-1A Class A2, 0.4881% 3/20/19 (f)(k)

434

405

SLM Private Credit Student Loan Trust Series 2004-A Class C, 1.4871% 6/15/33 (k)

572

35

Specialty Underwriting & Residential Finance Trust Series 2006-AB2 Class N1, 5.75% 6/25/37 (f)

484

0

Structured Asset Investment Loan Trust Series 2004-8 Class M5, 1.4138% 9/25/34 (k)

53

13

SVO VOI Mortgage Corp. Series 2006-AA Class A, 5.28% 2/20/24 (f)

747

750

Swift Master Auto Receivables Trust Series 2007-2 Class A, 0.9259% 10/15/12 (k)

2,114

2,112

Asset-Backed Securities - continued

 

Principal
Amount (000s)

Value (000s)

Terwin Mortgage Trust Series 2003-4HE Class A1, 1.1238% 9/25/34 (k)

$ 168

$ 105

Toyota Auto Receivables Owner Trust Series 2010-B Class M3, 1.04% 2/18/14

2,740

2,753

Trapeza CDO XII Ltd./Trapeza CDO XII, Inc. Series 2007-12A Class B, 1.0936% 4/6/42 (f)(k)

1,761

88

Triad Auto Receivables Owner Trust Series 2006-C Class A4, 5.31% 5/13/13

418

427

USAA Auto Owner Trust:

Series 2009-1 Class A4, 4.77% 9/15/14

3,080

3,294

Series 2009-2 Class A3, 1.54% 2/18/14

5,960

6,014

Volkswagen Auto Lease Trust Series 2009-A Class A3, 3.41% 4/16/12

4,300

4,376

Wachovia Auto Loan Owner Trust:

Series 2006-1 Class A4, 5.08% 4/20/12 (f)

72

72

Series 2006-2A:

Class B, 5.29% 6/20/12 (f)

283

285

Class D, 5.54% 12/20/12 (f)

430

437

Class E, 7.05% 5/20/14 (f)

3,037

3,093

WaMu Asset Holdings Corp. Series 2006-8 Class N1, 6.048% 10/25/46 (f)

400

0

WaMu Master Note Trust:

Series 2006-C2A Class C2, 0.7759% 8/15/15 (f)(k)

4,281

4,243

Series 2007-A4A Class A4, 5.2% 10/15/14 (f)

4,748

4,774

Series 2007-A5A Class A5, 1.0259% 10/15/14 (f)(k)

680

680

Wells Fargo Home Equity Trust Series 2004-3 Class A, 4.5% 11/27/34 (a)(f)

3

0

Whinstone Capital Management Ltd. Series 1A Class B3, 2.2978% 10/25/44 (f)(k)

806

266

TOTAL ASSET-BACKED SECURITIES

(Cost $287,822)

292,537

Collateralized Mortgage Obligations - 1.9%

 

Private Sponsor - 1.7%

Arkle Master Issuer PLC floater Series 2006-1A Class 4A1, 0.4594% 2/17/52 (f)(k)

11,100

11,020

Arran Residential Mortgages Funding No. 1 PLC floater Series 2006-1A Class DB, 0.9575% 4/12/56 (f)(k)

643

386

Banc of America Funding Corp. sequential payer Series 2010-R4 Class 2A1, 4.5% 3/26/37 (f)

3,907

3,964

Collateralized Mortgage Obligations - continued

 

Principal
Amount (000s)

Value (000s)

Private Sponsor - continued

Banc of America Mortgage Securities, Inc.:

Series 2003-L Class 2A1, 3.6145% 1/25/34 (k)

$ 1,009

$ 902

Series 2004-1 Class 2A2, 3.6636% 10/25/34 (k)

735

654

Series 2004-A Class 2A2, 3.5151% 2/25/34 (k)

214

189

Series 2004-B:

Class 1A1, 2.9237% 3/25/34 (k)

90

79

Class 2A2, 3.0586% 3/25/34 (k)

656

599

Series 2004-D Class 2A2, 2.9566% 5/25/34 (k)

1,505

1,400

Series 2004-G Class 2A7, 3.195% 8/25/34 (k)

1,334

1,160

Series 2004-H Class 2A1, 3.7091% 9/25/34 (k)

1,217

1,064

Bear Stearns Commercial Mortgage Securities Trust Series 2006-T24 Class X2, 0.4276% 10/12/41 (f)(k)(m)

3,341

37

Chase Mortgage Finance Trust Series 2007-A1 Class 1A5, 3.2363% 2/25/37 (k)

593

568

Citigroup Commercial Mortgage Trust Series 2008-C7 Class A2B, 6.0914% 12/10/49 (k)

1,207

1,289

Cobalt CMBS Commercial Mortgage Trust Series 2007-C2 Class B, 5.617% 4/15/47 (k)

1,348

270

COMM pass-thru certificates floater Series 2001-J2A Class A2F, 0.7759% 7/16/34 (f)(k)

1,207

1,177

Countrywide Alternative Loan Trust planned amortization class Series 2003-5T2 Class A2, 0.6638% 5/25/33 (k)

6

6

Credit Suisse First Boston Mortgage Securities Corp. floater Series 2007-AR7 Class 2A1, 2.8818% 11/25/34 (k)

1,275

1,230

DSLA Mortgage Loan Trust Series 2006-AR2 Class 2AB1, 0.3566% 11/19/37 (k)

25

25

Fosse Master Issuer PLC floater Series 2006-1A:

Class B2, 0.6847% 10/18/54 (f)(k)

1,754

1,716

Class C2, 0.9947% 10/18/54 (f)(k)

587

567

Class M2, 0.7747% 10/18/54 (f)(k)

1,007

970

Gracechurch Mortgage Financing PLC floater Series 2006-1 Class D2, 0.8155% 11/20/56 (f)(k)

1,404

1,326

Gracechurch Mortgage Funding PLC floater Series 1A Class DB, 0.9975% 10/11/41 (f)(k)

1,402

1,381

Granite Master Issuer PLC floater:

Series 2005-4 Class C2, 0.8163% 12/20/54 (k)

151

66

Series 2006-1A Class C2, 0.8663% 12/20/54 (f)(k)

3,085

1,357

Series 2006-2 Class C1, 0.7363% 12/20/54 (k)

2,445

1,088

Series 2006-3 Class C2, 0.7663% 12/20/54 (k)

506

228

Collateralized Mortgage Obligations - continued

 

Principal
Amount (000s)

Value (000s)

Private Sponsor - continued

Granite Master Issuer PLC floater: - continued

Series 2006-4:

Class B1, 0.3563% 12/20/54 (k)

$ 2,386

$ 1,778

Class C1, 0.6463% 12/20/54 (k)

1,459

642

Class M1, 0.4363% 12/20/54 (k)

629

406

Series 2007-1:

Class 1C1, 0.5663% 12/20/54 (k)

1,115

496

Class 1M1, 0.4163% 12/20/54 (k)

754

483

Class 2C1, 0.6963% 12/20/54 (k)

506

225

Class 2M1, 0.5163% 12/20/54 (k)

969

620

Series 2007-2 Class 2C1, 0.7019% 12/17/54 (k)

1,341

583

Granite Mortgages PLC floater Series 2003-3 Class 1C, 2.9713% 1/20/44 (k)

194

106

Harborview Mortgage Loan Trust floater Series 2005-2 Class 2A1A, 0.4866% 5/19/35 (k)

173

109

Holmes Master Issuer PLC floater:

Series 2006-1A Class 3A1, 0.6059% 7/15/40 (f)(k)

9,590

9,576

Series 2007-1 Class 3A1, 0.6059% 7/15/40 (k)

10,044

9,966

JPMorgan Chase Commercial Mortgage Securities Trust Series 2007-CB18:

Class A1, 5.32% 6/12/47 (k)

78

80

Class A3, 5.447% 6/12/47 (k)

2,289

2,442

JPMorgan Mortgage Trust:

Series 2004-A5 Class 2A1, 2.8213% 12/25/34 (k)

917

835

Series 2006-A2 Class 5A1, 3.3347% 11/25/33 (k)

1,207

1,131

MASTR Adjustable Rate Mortgages Trust Series 2007-3 Class 22A2, 0.4738% 5/25/47 (k)

509

319

MASTR Asset Backed Securities Trust Series 2006-NC3 Class M1, 0.4938% 10/25/36 (k)

403

2

Merrill Lynch Alternative Note Asset Trust floater Series 2007-OAR1 Class A1, 0.4338% 2/25/37 (k)

969

647

Merrill Lynch Floating Trust floater Series 2006-1:

Class B, 0.446% 6/15/22 (f)(k)

181

155

Class C, 0.466% 6/15/22 (f)(k)

785

667

Class D, 0.476% 6/15/22 (f)(k)

301

250

Class E, 0.486% 6/15/22 (f)(k)

483

367

Class F, 0.516% 6/15/22 (f)(k)

733

521

Class G, 0.586% 6/15/22 (f)(k)

259

176

Class H, 0.606% 6/15/22 (f)(k)

362

228

Class J, 0.646% 6/15/22 (f)(k)

422

223

Merrill Lynch-CFC Commercial Mortgage Trust Series 2006-3 Class ASB, 5.382% 7/12/46 (k)

5,168

5,525

Collateralized Mortgage Obligations - continued

 

Principal
Amount (000s)

Value (000s)

Private Sponsor - continued

Option One Mortgage Loan Trust floater Series 2007-CP1 Class M1, 0.5638% 3/25/37 (k)

$ 1,507

$ 104

Provident Funding Mortgage Loan Trust Series 2005-2 Class 3A, 2.9% 10/25/35 (k)

2,585

2,184

RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B:

Class B5, 2.6434% 7/10/35 (f)(k)

1,186

660

Class B6, 3.1434% 7/10/35 (f)(k)

327

160

Residential Asset Mortgage Products, Inc. sequential payer:

Series 2003-SL1 Class A31, 7.125% 4/25/31

781

791

Series 2004-SL3 Class A1, 7% 8/25/16

57

55

Residential Funding Securities Corp. floater Series 2003-RP2 Class A1, 0.7138% 6/25/33 (f)(k)

279

221

Salomon Brothers Mortgage Securities VII, Inc. Series 2006-C2 Class H, 6.308% 7/18/33 (f)

170

170

Sequoia Mortgage Trust floater Series 2004-6 Class A3B, 1.1948% 7/20/34 (k)

18

9

TBW Mortgage-Backed pass-thru certificates floater Series 2006-4 Class A3, 0.5288% 9/25/36 (k)

1,475

842

Wells Fargo Mortgage Backed Securities Trust:

Series 2004-H Class A1, 4.5346% 6/25/34 (k)

979

940

Series 2005-AR10 Class 2A2, 2.9141% 6/25/35 (k)

773

745

Series 2005-AR12 Class 2A6, 2.9082% 7/25/35 (k)

403

375

Series 2005-AR2 Class 2A2, 2.8765% 3/25/35 (k)

2,281

2,111

Series 2005-AR3 Class 2A1, 2.9468% 3/25/35 (k)

1,118

1,008

TOTAL PRIVATE SPONSOR

83,651

U.S. Government Agency - 0.2%

Fannie Mae subordinate REMIC pass-thru certificates:

planned amortization class Series 2002-9 Class PC, 6% 3/25/17

352

380

sequential payer:

Series 2002-56 Class MC, 5.5% 9/25/17

1,199

1,300

Series 2004-86 Class KC, 4.5% 5/25/19

943

995

Freddie Mac planned amortization class Series 2104 Class PG, 6% 12/15/28

2,325

2,562

Freddie Mac Multi-class participation certificates guaranteed planned amortization class:

Series 2356 Class GD, 6% 9/15/16

1,241

1,341

Collateralized Mortgage Obligations - continued

 

Principal
Amount (000s)

Value (000s)

U.S. Government Agency - continued

Freddie Mac Multi-class participation certificates guaranteed planned amortization class: - continued

Series 2363 Class PF, 6% 9/15/16

$ 1,583

$ 1,708

Series 2425 Class JH, 6% 3/15/17

1,445

1,588

TOTAL U.S. GOVERNMENT AGENCY

9,874

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $80,092)

93,525

Commercial Mortgage Securities - 4.1%

 

Asset Securitization Corp. Series 1997-D5:

Class A2, 6.8128% 2/14/43 (k)

888

965

Class A3, 6.8628% 2/14/43 (k)

958

1,039

Class A6, 7.1828% 2/14/43 (k)

1,412

1,510

Class PS1, 1.387% 2/14/43 (k)(m)

3,712

109

Banc of America Commercial Mortgage Trust:

sequential payer:

Series 2006-2 Class AAB, 5.7202% 5/10/45 (k)

1,409

1,516

Series 2006-4 Class A1, 5.363% 7/10/46 (k)

232

234

Series 2006-5:

Class A1, 5.185% 9/10/47

524

528

Class A3, 5.39% 9/10/47

1,683

1,815

Series 2006-6 Class A3, 5.369% 10/10/45

2,414

2,517

Series 2007-2 Class A1, 5.421% 4/10/49

302

311

Series 2007-4 Class A3, 5.811% 2/10/51 (k)

1,204

1,298

Series 2006-6 Class E, 5.619% 10/10/45 (f)

697

127

Series 2007-3 Class A3, 5.6578% 6/10/49 (k)

2,016

2,160

Banc of America Commercial Mortgage, Inc.:

sequential payer:

Series 2004-2:

Class A3, 4.05% 11/10/38

1,331

1,349

Class A4, 4.153% 11/10/38

1,531

1,583

Series 2004-4 Class A3, 4.128% 7/10/42

76

75

Series 2006-1 Class A1, 5.219% 9/10/45 (k)

812

815

Series 2001-3 Class H, 6.562% 4/11/37 (f)

675

668

Series 2001-PB1:

Class J, 7.166% 5/11/35 (f)

302

291

Class K, 6.15% 5/11/35 (f)

561

505

Series 2003-2 Class XP, 0.307% 3/11/41 (f)(k)(m)

11,983

8

Series 2005-6 Class A3, 5.1778% 9/10/47 (k)

2,173

2,245

Commercial Mortgage Securities - continued

 

Principal
Amount (000s)

Value (000s)

Banc of America Commercial Mortgage, Inc.: - continued

Series 2007-1 Class B, 5.543% 1/15/49

$ 727

$ 238

Banc of America Large Loan, Inc. floater:

Series 2005-MIB1:

Class C, 0.5859% 3/15/22 (f)(k)

518

425

Class D, 0.6359% 3/15/22 (f)(k)

525

410

Class E, 0.6759% 3/15/22 (f)(k)

434

326

Class F, 0.7459% 3/15/22 (f)(k)

277

194

Class G, 0.8059% 3/15/22 (f)(k)

179

117

Series 2006-BIX1:

Class C, 0.4559% 10/15/19 (f)(k)

775

643

Class D, 0.4859% 10/15/19 (f)(k)

947

795

Class E, 0.5159% 10/15/19 (f)(k)

878

727

Class F, 0.5859% 10/15/19 (f)(k)

1,724

1,387

Class G, 0.6059% 10/15/19 (f)(k)

609

424

Bayview Commercial Asset Trust:

floater:

Series 2003-2 Class M1, 1.1138% 12/25/33 (f)(k)

59

35

Series 2004-1:

Class A, 0.6238% 4/25/34 (f)(k)

750

592

Class B, 2.1638% 4/25/34 (f)(k)

84

42

Class M1, 0.8238% 4/25/34 (f)(k)

68

46

Class M2, 1.4638% 4/25/34 (f)(k)

63

36

Series 2004-2:

Class A, 0.6938% 8/25/34 (f)(k)

598

473

Class M1, 0.8438% 8/25/34 (f)(k)

137

86

Series 2004-3:

Class A1, 0.6338% 1/25/35 (f)(k)

1,367

1,066

Class A2, 0.6838% 1/25/35 (f)(k)

196

127

Class M1, 0.7638% 1/25/35 (f)(k)

236

152

Class M2, 1.2638% 1/25/35 (f)(k)

93

57

Series 2005-2A:

Class A1, 0.5738% 8/25/35 (f)(k)

1,041

776

Class M1, 0.6938% 8/25/35 (f)(k)

45

26

Class M2, 0.7438% 8/25/35 (f)(k)

73

41

Class M3, 0.7638% 8/25/35 (f)(k)

41

21

Class M4, 0.8738% 8/25/35 (f)(k)

59

28

Series 2005-3A:

Class A1, 0.5838% 11/25/35 (f)(k)

327

243

Class A2, 0.6638% 11/25/35 (f)(k)

380

245

Class M1, 0.7038% 11/25/35 (f)(k)

61

31

Class M2, 0.7538% 11/25/35 (f)(k)

78

37

Commercial Mortgage Securities - continued

 

Principal
Amount (000s)

Value (000s)

Bayview Commercial Asset Trust: - continued

floater:

Series 2005-3A:

Class M3, 0.7738% 11/25/35 (f)(k)

$ 70

$ 32

Class M4, 0.8638% 11/25/35 (f)(k)

87

37

Series 2005-4A:

Class A2, 0.6538% 1/25/36 (f)(k)

758

485

Class B1, 1.6638% 1/25/36 (f)(k)

104

34

Class M1, 0.7138% 1/25/36 (f)(k)

245

127

Class M2, 0.7338% 1/25/36 (f)(k)

116

57

Class M3, 0.7638% 1/25/36 (f)(k)

107

49

Class M4, 0.8738% 1/25/36 (f)(k)

94

38

Class M5, 0.9138% 1/25/36 (f)(k)

94

36

Class M6, 0.9638% 1/25/36 (f)(k)

100

36

Series 2006-1:

Class A2, 0.6238% 4/25/36 (f)(k)

115

77

Class M1, 0.6438% 4/25/36 (f)(k)

66

33

Class M2, 0.6638% 4/25/36 (f)(k)

69

33

Class M3, 0.6838% 4/25/36 (f)(k)

60

26

Class M4, 0.7838% 4/25/36 (f)(k)

34

13

Class M5, 0.8238% 4/25/36 (f)(k)

33

13

Class M6, 0.9038% 4/25/36 (f)(k)

65

25

Series 2006-2A:

Class A1, 0.4938% 7/25/36 (f)(k)

2,484

1,919

Class A2, 0.5438% 7/25/36 (f)(k)

104

71

Class B1, 1.1338% 7/25/36 (f)(k)

62

16

Class B3, 2.9638% 7/25/36 (f)(k)

93

17

Class M1, 0.5738% 7/25/36 (f)(k)

109

52

Class M2, 0.5938% 7/25/36 (f)(k)

122

56

Class M3, 0.6138% 7/25/36 (f)(k)

101

41

Class M4, 0.6838% 7/25/36 (f)(k)

68

27

Class M5, 0.7338% 7/25/36 (f)(k)

84

30

Class M6, 0.8038% 7/25/36 (f)(k)

125

39

Series 2006-3A:

Class B1, 1.0638% 10/25/36 (f)(k)

110

22

Class B2, 1.6138% 10/25/36 (f)(k)

79

14

Class B3, 2.8638% 10/25/36 (f)(k)

129

21

Class M4, 0.6938% 10/25/36 (f)(k)

121

39

Class M5, 0.7438% 10/25/36 (f)(k)

145

41

Class M6, 0.8238% 10/25/36 (f)(k)

179

43

Series 2006-4A:

Class A1, 0.4938% 12/25/36 (f)(k)

440

327

Class A2, 0.5338% 12/25/36 (f)(k)

2,330

1,481

Commercial Mortgage Securities - continued

 

Principal
Amount (000s)

Value (000s)

Bayview Commercial Asset Trust: - continued

floater:

Series 2006-4A:

Class B1, 0.9638% 12/25/36 (f)(k)

$ 98

$ 24

Class B2, 1.5138% 12/25/36 (f)(k)

101

20

Class B3, 2.7138% 12/25/36 (f)(k)

171

19

Class M1, 0.5538% 12/25/36 (f)(k)

206

97

Class M2, 0.5738% 12/25/36 (f)(k)

137

59

Class M3, 0.6038% 12/25/36 (f)(k)

139

54

Class M4, 0.6638% 12/25/36 (f)(k)

166

59

Class M5, 0.7038% 12/25/36 (f)(k)

152

51

Class M6, 0.7838% 12/25/36 (f)(k)

137

44

Series 2007-1:

Class A2, 0.5338% 3/25/37 (f)(k)

519

327

Class B1, 0.9338% 3/25/37 (f)(k)

218

48

Class B2, 1.4138% 3/25/37 (f)(k)

158

29

Class B3, 3.6138% 3/25/37 (f)(k)

328

49

Class M1, 0.5338% 3/25/37 (f)(k)

191

86

Class M2, 0.5538% 3/25/37 (f)(k)

144

56

Class M3, 0.5838% 3/25/37 (f)(k)

128

45

Class M4, 0.6338% 3/25/37 (f)(k)

103

33

Class M5, 0.6838% 3/25/37 (f)(k)

159

46

Class M6, 0.7638% 3/25/37 (f)(k)

223

55

Series 2007-2A:

Class A1, 0.5338% 7/25/37 (f)(k)

458

321

Class A2, 0.5838% 7/25/37 (f)(k)

429

223

Class B1, 1.8638% 7/25/37 (f)(k)

176

26

Class B2, 2.5138% 7/25/37 (f)(k)

152

23

Class B3, 3.6138% 7/25/37 (f)(k)

170

22

Class M1, 0.6338% 7/25/37 (f)(k)

200

76

Class M2, 0.6738% 7/25/37 (f)(k)

109

33

Class M3, 0.7538% 7/25/37 (f)(k)

109

25

Class M4, 0.9138% 7/25/37 (f)(k)

219

44

Class M5, 1.0138% 7/25/37 (f)(k)

194

33

Class M6, 1.2638% 7/25/37 (f)(k)

245

38

Series 2007-3:

Class A2, 0.5538% 7/25/37 (f)(k)

412

251

Class B1, 1.2138% 7/25/37 (f)(k)

157

35

Class B2, 1.8638% 7/25/37 (f)(k)

296

65

Class B3, 4.2638% 7/25/37 (f)(k)

208

43

Class M1, 0.5738% 7/25/37 (f)(k)

140

63

Class M2, 0.6038% 7/25/37 (f)(k)

149

55

Class M3, 0.6338% 7/25/37 (f)(k)

235

76

Commercial Mortgage Securities - continued

 

Principal
Amount (000s)

Value (000s)

Bayview Commercial Asset Trust: - continued

floater:

Series 2007-3:

Class M4, 0.7638% 7/25/37 (f)(k)

$ 279

$ 84

Class M5, 0.8638% 7/25/37 (f)(k)

193

54

Class M6, 1.0638% 7/25/37 (f)(k)

146

35

Series 2007-4A:

Class B1, 2.8138% 9/25/37 (f)(k)

234

23

Class B2, 3.7138% 9/25/37 (f)(k)

641

58

Class M1, 1.2138% 9/25/37 (f)(k)

223

60

Class M2, 1.3138% 9/25/37 (f)(k)

223

51

Class M4, 1.8638% 9/25/37 (f)(k)

435

78

Class M5, 2.0138% 9/25/37 (f)(k)

435

65

Class M6, 2.2138% 9/25/37 (f)(k)

436

52

Series 2004-1 Class IO, 1.25% 4/25/34 (f)(m)

2,985

100

Series 2007-5A Class IO, 3.047% 10/25/37 (f)(k)(m)

6,800

734

Bear Stearns Commercial Mortgage Securities Trust:

floater:

Series 2006-BBA7:

Class G, 0.7159% 3/15/19 (f)(k)

363

265

Class H, 0.9259% 3/15/19 (f)(k)

244

137

Class J, 1.1259% 3/15/19 (f)(k)

183

99

Series 2007-BBA8:

Class D, 0.5259% 3/15/22 (f)(k)

349

203

Class E, 0.5759% 3/15/22 (f)(k)

1,818

1,000

Class F, 0.6259% 3/15/22 (f)(k)

1,115

569

Class G, 0.6759% 3/15/22 (f)(k)

376

181

Class H, 0.8259% 3/15/22 (f)(k)

349

140

Class J, 0.9759% 3/15/22 (f)(k)

349

112

sequential payer:

Series 2003-PWR2 Class A3, 4.834% 5/11/39

426

433

Series 2004-PWR3 Class A3, 4.487% 2/11/41

1,208

1,227

Series 2006-T24 Class A1, 4.905% 10/12/41 (k)

999

1,017

Series 2007-PW17 Class A1, 5.282% 6/11/50

604

617

Series 2007-T26 Class A1, 5.145% 1/12/45 (k)

317

324

Series 2003-PWR2 Class X2, 0.4686% 5/11/39 (f)(k)(m)

9,357

49

Series 2003-T12 Class X2, 0.4996% 8/13/39 (f)(k)(m)

33,151

237

Series 2006-PW14 Class X2, 0.6529% 12/11/38 (f)(k)(m)

16,356

293

Series 2007-PW15 Class A1, 5.016% 2/11/44

283

290

Commercial Mortgage Securities - continued

 

Principal
Amount (000s)

Value (000s)

Bear Stearns Commercial Mortgage Securities Trust: - continued

Series 2007-PW16:

Class B, 5.7172% 6/11/40 (f)(k)

$ 193

$ 70

Class C, 5.7172% 6/11/40 (f)(k)

161

50

Class D, 5.7172% 6/11/40 (f)(k)

161

42

Series 2007-PW18 Class X2, 0.3206% 6/11/50 (f)(k)(m)

112,749

1,446

Series 2007-T28:

Class A1, 5.422% 9/11/42

178

184

Class X2, 0.1751% 9/11/42 (f)(k)(m)

56,388

440

C-BASS Trust floater Series 2006-SC1 Class A, 0.5338% 5/25/36 (f)(k)

417

246

CDC Commercial Mortgage Trust Series 2002-FX1:

Class G, 6.625% 5/15/35 (f)

1,418

1,529

Class XCL, 2.1172% 5/15/35 (f)(k)(m)

15,731

439

Chase Commercial Mortgage Securities Corp.:

Series 1999-2:

Class E, 7.734% 1/15/32

52

52

Class F, 7.734% 1/15/32

262

261

Series 2001-245 Class A2, 6.275% 2/12/16 (f)(k)

1,199

1,219

Citigroup Commercial Mortgage Trust:

floater Series 2006-FL2:

Class F, 0.5819% 8/15/21 (f)(k)

431

378

Class G, 0.6019% 8/15/21 (f)(k)

273

220

Class H, 0.6419% 8/15/21 (f)(k)

218

163

Series 2006-C5 Class AMP2, 5.5005% 10/15/49 (f)

2,030

1,877

Series 2007-C6 Class A1, 5.622% 12/10/49 (k)

4,067

4,140

Citigroup/Deutsche Bank Commercial Mortgage Trust:

sequential payer Series 2007-CD4:

Class A1, 4.977% 12/11/49

204

206

Class A2A, 5.237% 12/11/49

1,074

1,104

Series 2007-CD4:

Class A3, 5.293% 12/11/49

1,175

1,242

Class C, 5.476% 12/11/49

2,273

636

Cobalt CMBS Commercial Mortgage Trust:

sequential payer Series 2007-C3 Class A3, 5.8179% 5/15/46 (k)

1,207

1,290

Series 2006-C1 Class B, 5.359% 8/15/48

3,621

507

COMM pass-thru certificates:

floater:

Series 2005-F10A:

Class B, 0.5059% 4/15/17 (f)(k)

2,704

2,298

Commercial Mortgage Securities - continued

 

Principal
Amount (000s)

Value (000s)

COMM pass-thru certificates: - continued

floater:

Series 2005-F10A:

Class C, 0.5459% 4/15/17 (f)(k)

$ 971

$ 796

Class D, 0.5859% 4/15/17 (f)(k)

428

334

Class E, 0.6459% 4/15/17 (f)(k)

136

102

Class F, 0.6859% 4/15/17 (f)(k)

78

54

Class G, 0.8259% 4/15/17 (f)(k)

78

49

Class H, 0.8959% 4/15/17 (f)(k)

78

40

Class J, 1.1259% 4/15/17 (f)(k)

59

24

Series 2005-FL11:

Class C, 0.5759% 11/15/17 (f)(k)

1,214

1,117

Class D, 0.6159% 11/15/17 (f)(k)

63

57

Class E, 0.6659% 11/15/17 (f)(k)

224

195

Class F, 0.7259% 11/15/17 (f)(k)

110

91

Class G, 0.7759% 11/15/17 (f)(k)

76

53

Series 2006-FL12 Class AJ, 0.4059% 12/15/20 (f)(k)

1,720

1,428

sequential payer:

Series 2005-C6 Class A2, 4.999% 6/10/44 (k)

18

18

Series 2006-C8 Class A3, 5.31% 12/10/46

3,439

3,584

Series 2006-CN2A Class A2FX, 5.449% 2/5/19 (f)

2,040

2,047

Series 2004-LBN2 Class X2, 0.8492% 3/10/39 (f)(k)(m)

2,763

10

Series 2006-C8:

Class B, 5.44% 12/10/46

2,090

651

Class XP, 0.4814% 12/10/46 (k)(m)

15,227

224

Credit Suisse Commercial Mortgage Trust:

sequential payer:

Series 2006-C5 Class A1, 5.297% 12/15/39

57

57

Series 2007-C2:

Class A1, 5.269% 1/15/49

304

305

Class A3, 5.542% 1/15/49 (k)

2,414

2,400

Series 2007-C3:

Class A1, 5.664% 6/15/39 (k)

9

9

Class A4, 5.7223% 6/15/39 (k)

726

721

Series 2006-C4 Class AAB, 5.439% 9/15/39

3,435

3,669

Series 2006-C5 Class ASP, 0.6707% 12/15/39 (k)(m)

10,256

152

Series 2007-C5 Class A4, 5.695% 9/15/40 (k)

1,249

1,247

Credit Suisse First Boston Mortgage Capital Certificates floater Series 2007-TF2A Class B, 0.6259% 4/15/22 (f)(k)

4,306

1,722

Commercial Mortgage Securities - continued

 

Principal
Amount (000s)

Value (000s)

Credit Suisse First Boston Mortgage Securities Corp.:

sequential payer:

Series 2001-CK6 Class B, 6.582% 8/15/36

$ 1,207

$ 1,262

Series 2002-CP5 Class A1, 4.106% 12/15/35

101

104

Series 2004-C1:

Class A3, 4.321% 1/15/37

299

304

Class A4, 4.75% 1/15/37

562

586

Series 1998-C1 Class D, 7.17% 5/17/40

68

68

Series 1999-C1 Class E, 7.8879% 9/15/41 (k)

104

104

Series 2001-CK6 Class AX, 0.8793% 8/15/36 (k)(m)

3,217

25

Series 2001-CKN5 Class AX, 1.9642% 9/15/34 (f)(k)(m)

9,688

120

Series 2003-C4 Class ASP, 0.4351% 8/15/36 (f)(k)(m)

9,038

0*

Series 2004-C1 Class ASP, 0.9553% 1/15/37 (f)(k)(m)

34,999

170

Series 2006-C1 Class A3, 5.5486% 2/15/39 (k)

3,187

3,449

Credit Suisse Mortgage Capital Certificates:

floater Series 2007-TFL1:

Class B, 0.4259% 2/15/22 (f)(k)

457

306

Class C:

0.4459% 2/15/22 (f)(k)

840

479

0.5459% 2/15/22 (f)(k)

300

138

Class F, 0.5959% 2/15/22 (f)(k)

600

246

sequential payer Series 2007-C1 Class A1, 5.227% 2/15/40

70

71

Series 2007-C1:

Class ASP, 0.4159% 2/15/40 (k)(m)

22,597

259

Class B, 5.487% 2/15/40 (f)(k)

1,845

221

Series 2010-16 Class A1, 3% 6/25/50

3,820

3,820

First Union National Bank-Bank of America Commercial Mortgage Trust Series 2001-C1:

Class D, 6.484% 3/15/33

430

435

Class G, 6.936% 3/15/33 (f)

794

794

GE Capital Commercial Mortgage Corp.:

sequential payer Series 2007-C1 Class A4, 5.543% 12/10/49

6,367

6,376

Series 2001-1 Class X1, 1.0321% 5/15/33 (f)(k)(m)

11,604

51

Series 2004-C1 Class X2, 1.1164% 11/10/38 (f)(k)(m)

7,338

29

Series 2005-C1 Class B, 4.846% 6/10/48 (k)

345

245

Series 2007-C1 Class XP, 0.2009% 12/10/49 (k)(m)

25,258

157

Commercial Mortgage Securities - continued

 

Principal
Amount (000s)

Value (000s)

GMAC Commercial Mortgage Securities, Inc.:

Series 2003-C3 Class X2, 0.6149% 4/10/40 (f)(k)(m)

$ 7,452

$ 14

Series 2004-C3 Class X2, 0.6312% 12/10/41 (k)(m)

22,053

152

Series 2005-C1 Class X2, 0.6565% 5/10/43 (k)(m)

4,796

47

Greenwich Capital Commercial Funding Corp.:

floater Series 2006-FL4 Class B, 0.49% 11/5/21 (f)(k)

454

336

sequential payer:

Series 2004-GG1 Class A4, 4.755% 6/10/36

333

335

Series 2007-GG11:

Class A1, 5.358% 12/10/49

1,254

1,301

Class A2, 5.597% 12/10/49

2,414

2,549

Series 2003-C2 Class XP, 0.8232% 1/5/36 (f)(k)(m)

8,904

21

Series 2005-GG3 Class XP, 0.6925% 8/10/42 (f)(k)(m)

22,358

200

Series 2006-GG7 Class A3, 5.8883% 7/10/38 (k)

1,591

1,728

Series 2007-GG11 Class A1, 0.4798% 12/10/49 (f)(m)

28,693

299

GS Mortgage Securities Corp. II:

floater:

Series 2006-FL8A:

Class C, 0.5353% 6/6/20 (f)(k)

61

56

Class D, 0.5753% 6/6/20 (f)(k)

288

249

Class E, 0.6653% 6/6/20 (f)(k)

334

281

Class F, 0.7353% 6/6/20 (f)(k)

376

302

Series 2007-EOP:

Class C, 0.6153% 3/6/20 (f)(k)

1,355

1,206

Class D, 0.6653% 3/6/20 (f)(k)

2,650

2,332

Class F, 0.7753% 3/6/20 (f)(k)

112

97

Class G, 0.8153% 3/6/20 (f)(k)

56

47

Class H, 0.9453% 3/6/20 (f)(k)

44

37

Class J, 1.1453% 3/6/20 (f)(k)

63

52

Series 2001-LIBA Class C, 6.733% 2/14/16 (f)

597

613

Series 2005-GG4 Class XP, 0.7044% 7/10/39 (f)(k)(m)

22,823

272

GS Mortgage Securities Trust sequential payer:

Series 2006-GG8 Class A2, 5.479% 11/10/39

1,811

1,858

Series 2007-GG10:

Class A1, 5.69% 8/10/45

398

411

Class A2, 5.778% 8/10/45

575

598

JPMorgan Chase Commercial Mortgage Securities Corp.:

Series 2004-C1 Class X2, 0.9177% 1/15/38 (f)(k)(m)

2,169

9

Series 2004-CB8 Class X2, 1.0321% 1/12/39 (f)(k)(m)

2,168

12

Commercial Mortgage Securities - continued

 

Principal
Amount (000s)

Value (000s)

JPMorgan Chase Commercial Mortgage Securities Trust:

floater Series 2006-FLA2:

Class B, 0.4459% 11/15/18 (f)(k)

$ 890

$ 623

Class C, 0.4859% 11/15/18 (f)(k)

632

417

Class D, 0.5059% 11/15/18 (f)(k)

213

122

Class E, 0.5559% 11/15/18 (f)(k)

231

129

Class F, 0.6059% 11/15/18 (f)(k)

347

180

Class G, 0.6359% 11/15/18 (f)(k)

300

150

Class H, 0.7759% 11/15/18 (f)(k)

231

102

sequential payer:

Series 2006-CB15 Class A3, 5.819% 6/12/43 (k)

1,817

1,932

Series 2006-LDP9 Class A2, 5.134% 5/15/47 (k)

573

611

Series 2007-LD11 Class A2, 5.8025% 6/15/49 (k)

1,695

1,772

Series 2007-LDP10 Class A1, 5.122% 1/15/49

40

40

Series 2007-LDPX Class A3, 5.412% 1/15/49

3,322

3,398

Series 2005-CB13 Class E, 5.3519% 1/12/43 (f)(k)

611

57

Series 2006-CB17 Class A3, 5.45% 12/12/43

344

362

Series 2007-CB19:

Class B, 5.7461% 2/12/49 (k)

103

32

Class C, 5.7461% 2/12/49 (k)

270

84

Class D, 5.7461% 2/12/49 (k)

284

84

Series 2007-LDP10 Class ES, 5.541% 1/15/49 (f)(k)

624

44

JPMorgan Commercial Mortgage Finance Corp. Series 2000-C9 Class G, 6.25% 10/15/32 (f)

498

503

LB Commercial Conduit Mortgage Trust Series 1998-C1 Class D, 6.98% 2/18/30

450

453

LB-UBS Commercial Mortgage Trust:

sequential payer:

Series 2001-C2 Class A2, 6.653% 11/15/27

214

218

Series 2001-C3 Class A1, 6.058% 6/15/20

6

6

Series 2006-C1 Class A2, 5.084% 2/15/31

525

530

Series 2006-C3 Class A1, 5.478% 3/15/32

26

26

Series 2006-C6 Class A1, 5.23% 9/15/39

123

123

Series 2006-C7:

Class A1, 5.279% 11/15/38

527

536

Class A2, 5.3% 11/15/38

1,328

1,369

Series 2007-C1:

Class A1, 5.391% 2/15/40 (k)

147

150

Class A4, 5.424% 2/15/40

156

164

Series 2007-C2 Class A3, 5.43% 2/15/40

582

599

Series 2000-C5 Class E, 7.29% 12/15/32

84

84

Series 2001-C3 Class B, 6.512% 6/15/36

2,333

2,412

Series 2001-C7 Class D, 6.514% 11/15/33

1,328

1,342

Commercial Mortgage Securities - continued

 

Principal
Amount (000s)

Value (000s)

LB-UBS Commercial Mortgage Trust: - continued

Series 2004-C2 Class XCP, 1.0459% 3/15/36 (f)(k)(m)

$ 16,374

$ 92

Series 2004-C4 Class A2, 4.567% 6/15/29 (k)

156

158

Series 2005-C3 Class XCP, 0.7548% 7/15/40 (k)(m)

3,736

44

Series 2006-C6 Class XCP, 0.6666% 9/15/39 (k)(m)

6,861

111

Series 2007-C1:

Class C, 5.533% 2/15/40 (k)

2,655

588

Class D, 5.563% 2/15/40 (k)

483

86

Class E, 5.582% 2/15/40 (k)

241

37

Class XCP, 0.3203% 2/15/40 (k)(m)

2,758

32

Series 2007-C7 Class XCP, 0.2905% 9/15/45 (k)(m)

94,733

1,038

LB-UBS Westfield Trust:

Series 2001-WM Class B, 6.647% 7/14/16 (f)

1,550

1,581

Series 2001-WM, 6.754% 7/14/16 (f)

1,645

1,678

Lehman Brothers Floating Rate Commercial Mortgage Trust floater Series 2006-LLFA:

Class D, 0.5059% 9/15/21 (f)(k)

387

297

Class E, 0.5659% 9/15/21 (f)(k)

1,395

1,057

Class F, 0.6159% 9/15/21 (f)(k)

515

384

Class G, 0.6359% 9/15/21 (f)(k)

1,017

704

Class H, 0.6759% 9/15/21 (f)(k)

263

114

Merrill Lynch Mortgage Trust:

sequential payer:

Series 2004-MKB1 Class A2, 4.353% 2/12/42

165

166

Series 2007-C1 Class A1, 4.533% 6/12/50

313

316

Series 2005-CKI1 Class A3, 5.2324% 11/12/37 (k)

1,982

2,048

Series 2005-LC1 Class F, 5.3777% 1/12/44 (f)(k)

1,050

389

Merrill Lynch-CFC Commercial Mortgage Trust:

floater Series 2006-4 Class A2FL, 0.4625% 12/12/49 (k)

562

546

sequential payer:

Series 2006-1 CLass A3, 5.4664% 2/12/39 (k)

1,284

1,349

Series 2006-4 Class ASB, 5.133% 12/12/49 (k)

1,037

1,112

Series 2007-5:

Class A1, 4.275% 8/12/48

30

30

Class A3, 5.364% 8/12/48

471

482

Class A4, 5.378% 8/12/48

48

47

Class B, 5.479% 2/12/17

3,621

638

Series 2007-6 Class A1, 5.175% 3/12/51

64

65

Series 2007-7 Class A4, 5.7485% 6/12/50 (k)

4,225

4,247

Series 2007-8 Class A1, 4.622% 8/12/49

267

273

Series 2007-9 Class A4, 5.7% 9/12/49

315

327

Commercial Mortgage Securities - continued

 

Principal
Amount (000s)

Value (000s)

Merrill Lynch-CFC Commercial Mortgage Trust: - continued

Series 2006-4 Class XP, 0.6254% 12/12/49 (k)(m)

$ 25,470

$ 463

Series 2007-6 Class B, 5.635% 3/12/51 (k)

1,207

360

Series 2007-7 Class B, 5.75% 6/12/50

105

17

Morgan Stanley Capital I Trust:

floater:

Series 2006-XLF:

Class C, 1.472% 7/15/19 (f)(k)

370

46

Class F, 0.592% 7/15/19 (f)(k)

1,162

1,057

Class G, 0.632% 7/15/19 (f)(k)

660

475

Series 2007-XCLA Class A1, 0.472% 7/17/17 (f)(k)

1,141

627

Series 2007-XLCA Class B, 0.772% 7/17/17 (f)(k)

1,279

90

Series 2007-XLFA:

Class C, 0.432% 10/15/20 (f)(k)

693

295

Class D, 0.462% 10/15/20 (f)(k)

300

68

Class E, 0.522% 10/15/20 (f)(k)

376

47

Class F, 0.572% 10/15/20 (f)(k)

225

23

Class G, 0.612% 10/15/20 (f)(k)

279

21

Class H, 0.702% 10/15/20 (f)(k)

176

4

Class J, 0.852% 10/15/20 (f)(k)

200

5

Class MHRO, 0.962% 10/15/20 (f)(k)

416

83

Class MJPM, 1.272% 10/15/20 (f)(k)

126

95

Class MSTR, 0.972% 10/15/20 (f)(k)

235

47

Class NHRO, 1.162% 10/15/20 (f)(k)

630

88

Class NSTR, 1.122% 10/15/20 (f)(k)

217

30

sequential payer:

Series 2003-IQ5 Class X2, 0.8727% 4/15/38 (f)(k)(m)

3,716

31

Series 2005-IQ9 Class A3, 4.54% 7/15/56

1,792

1,857

Series 2006-HQ10 Class A1, 5.131% 11/12/41

188

191

Series 2006-T23 Class A1, 5.682% 8/12/41

354

359

Series 2007-HQ11 Class A1, 5.246% 2/12/44

246

251

Series 2007-IQ13 Class A1, 5.05% 3/15/44

251

255

Series 2007-IQ14 Class A1, 5.38% 4/15/49

644

662

Series 2007-T25:

Class A1, 5.391% 11/12/49

194

200

Class A2, 5.507% 11/12/49

1,186

1,295

Series 2003-IQ6 Class X2, 0.5807% 12/15/41 (f)(k)(m)

7,809

57

Series 2005-IQ9 Class X2, 1.0854% 7/15/56 (f)(k)(m)

13,431

191

Commercial Mortgage Securities - continued

 

Principal
Amount (000s)

Value (000s)

Morgan Stanley Capital I Trust: - continued

Series 2006-HQ10 Class X2, 0.4996% 11/12/41 (f)(k)(m)

$ 7,539

$ 82

Series 2006-HQ8 Class A3, 5.4379% 3/12/44 (k)

1,872

1,920

Series 2006-IQ12 Class B, 5.468% 12/15/43

1,207

302

Series 2006-T23 Class A3, 5.8072% 8/12/41 (k)

616

664

Series 2007-XLC1:

Class C, 0.872% 7/17/17 (f)(k)

1,714

43

Class D, 0.972% 7/17/17 (f)(k)

807

20

Class E, 1.072% 7/17/17 (f)(k)

656

16

Morgan Stanley Dean Witter Capital I Trust sequential payer Series 2001-PPM Class A2, 6.4% 2/15/31

12

12

Salomon Brothers Mortgage Securities VII, Inc. sequential payer Series 2000-C3 Class A2, 6.592% 12/18/33

369

369

Structured Asset Securities Corp. Series 1997-LLI Class D, 7.15% 10/12/34

136

141

TrizecHahn Office Properties Trust Series 2001-TZHA Class C4, 6.893% 5/15/16 (f)

1,026

1,046

Wachovia Bank Commercial Mortgage Trust:

floater:

Series 2005-WL5A Class K, 1.4759% 1/15/18 (f)(k)

575

571

Series 2006-WL7A:

Class E, 0.5519% 9/15/21 (f)(k)

867

515

Class F, 0.6119% 8/11/18 (f)(k)

846

353

Class G, 0.6319% 8/11/18 (f)(k)

801

325

Class J, 0.8719% 8/11/18 (f)(k)

178

46

Series 2007-WHL8:

Class AP1, 0.9759% 6/15/20 (f)(k)

99

54

Class AP2, 1.0759% 6/15/20 (f)(k)

165

83

Class F, 0.7559% 6/15/20 (f)(k)

2,422

606

Class LXR1, 0.9759% 6/15/20 (f)(k)

148

89

Class LXR2, 1.0759% 6/15/20 (f)(k)

1,651

825

sequential payer:

Series 2003-C6 Class A2, 4.498% 8/15/35

71

71

Series 2006-C27 Class A2, 5.624% 7/15/45

1,078

1,105

Series 2006-C29:

Class A1, 5.11% 11/15/48

468

474

Class A3, 5.313% 11/15/48

3,206

3,413

Series 2007-C30:

Class A1, 5.031% 12/15/43

82

83

Class A3, 5.246% 12/15/43

1,036

1,045

Commercial Mortgage Securities - continued

 

Principal
Amount (000s)

Value (000s)

Wachovia Bank Commercial Mortgage Trust: - continued

sequential payer:

Series 2007-C30:

Class A4, 5.305% 12/15/43

$ 355

$ 354

Class A5, 5.342% 12/15/43

1,291

1,258

Series 2007-C31 Class A1, 5.14% 4/15/47

117

118

Series 2007-C32:

Class A2, 5.735% 6/15/49 (k)

1,448

1,507

Class A3, 5.74% 6/15/49 (k)

2,049

2,041

Series 2003-C8 Class XP, 0.1813% 11/15/35 (f)(k)(m)

2,807

3

Series 2003-C9 Class XP, 0.4499% 12/15/35 (f)(k)(m)

3,930

5

Series 2004-C15:

Class 180A, 5.5782% 10/15/41 (f)(k)

928

863

Class 180B, 5.3979% 10/15/41 (f)(k)

422

380

Series 2005-C22 Class F, 5.3598% 12/15/44 (f)(k)

2,013

804

Series 2006-C29 Class E, 5.516% 11/15/48 (k)

1,207

374

Series 2007-C30:

Class C, 5.483% 12/15/43 (k)

3,621

601

Class XP, 0.4367% 12/15/43 (f)(k)(m)

13,902

190

Series 2007-C31 Class C, 5.6935% 4/15/47 (k)

332

70

Series 2007-C31A Class A2, 5.421% 4/15/47

3,270

3,385

Wachovia Bank Commercial Mortgage Trust pass-thru certificates sequential payer Series 2007-C33 Class A5, 5.902% 2/15/51 (k)

799

809

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $165,836)

199,604

Municipal Securities - 0.3%

 

California Gen. Oblig. 5.25% 4/1/14

9,000

9,547

Illinois Gen. Oblig. Series 2010, 3.321% 1/1/13

6,094

6,084

TOTAL MUNICIPAL SECURITIES

(Cost $15,130)

15,631

Foreign Government and Government Agency Obligations - 0.9%

 

Chilean Republic 7.125% 1/11/12

3,362

3,618

Ontario Province 2.7% 6/16/15

36,000

37,688

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $39,508)

41,306

Supranational Obligations - 0.0%

 

Principal
Amount (000s)

Value (000s)

Corporacion Andina de Fomento 5.2% 5/21/13
(Cost $246)

$ 267

$ 287

Bank Notes - 0.1%

 

National City Bank, Cleveland 0.6384% 3/1/13 (k)
(Cost $4,486)

5,490

5,327

Fixed-Income Funds - 3.7%

Shares

 

Fidelity Corporate Bond 1-10 Year Central Fund (l)

1,242,179

135,609

Fidelity Specialized High Income Central Fund (l)

460,754

45,200

TOTAL FIXED-INCOME FUNDS

(Cost $170,123)

180,809

Preferred Securities - 0.1%

Principal
Amount (000s)

 

FINANCIALS - 0.1%

Diversified Financial Services - 0.1%

ING Groep NV 5.775% (k)

$ 1,162

971

MUFG Capital Finance 1 Ltd. 6.346% (k)

4,211

4,225

TOTAL PREFERRED SECURITIES

(Cost $3,244)

5,196

Cash Equivalents - 5.3%

Maturity
Amount (000s)

Value (000s)

Investments in repurchase agreements in a joint trading account at 0.25%, dated 8/31/10 due 9/1/10:

(Collateralized by U.S. Government Obligations) #

$ 150,739

$ 150,738

(Collateralized by U.S. Government Obligations) # (b)

103,501

103,500

TOTAL CASH EQUIVALENTS

(Cost $254,238)

254,238

TOTAL INVESTMENT PORTFOLIO - 102.5%

(Cost $4,623,682)

4,951,819

NET OTHER ASSETS (LIABILITIES) - (2.5)%

(120,730)

NET ASSETS - 100%

$ 4,831,089

Swap Agreements

 

Expiration
Date

Notional
Amount (000s)

Value (000s)

Credit Default Swaps

Receive monthly a fixed rate of .15% multiplied by the notional amount and pay to UBS upon each credit event of one of the issues of ABX AA 07-1 Index, par value of the proportional notional amount (Rating-C) (Upfront Payment $176,000) (j)

Sept. 2037

$ 610

$ (573)

Receive monthly notional amount multiplied by .82% and pay UBS upon credit event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC6 Class M3, 5.6413% 7/25/34 (i)

August 2034

427

(252)

Receive monthly notional amount multiplied by .85% and pay UBS upon credit event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC8 Class M6, 5.4413% 9/25/34 (i)

Oct. 2034

508

(270)

Receive monthly notional amount multiplied by 2.5% and pay Credit Suisse First Boston upon credit event of Ameriquest Mortgage Securities, Inc., par value of the notional amount of Ameriquest Mortgage Securities, Inc. Series 2004-R11 Class M9, 8.03% 11/25/34 (Rating-C) (i)

Dec. 2034

1,282

(1,248)

Receive monthly notional amount multiplied by 2.54% and pay Merrill Lynch upon credit event of Countrywide Home Loans, Inc., par value of the notional amount of Countrywide Home Loans, Inc. Series 2003-BC1 Class B1, 7.6913% 3/25/32 (Rating-Ba1) (i)

April 2032

184

(108)

Receive monthly notional amount multiplied by 2.61% and pay Goldman Sachs upon credit event of Fremont Home Loan Trust, par value of the notional amount of Fremont Home Loan Trust Series 2004-A Class B3, 7.0413% 1/25/34 (Rating-C) (i)

Feb. 2034

4

(4)

Swap Agreements - continued

 

Expiration
Date

Notional
Amount (000s)

Value (000s)

Credit Default Swaps - continued

Receive monthly notional amount multiplied by 3.05% and pay Merrill Lynch upon credit event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC8, Class B3, 7.2913% 9/25/34 (Rating-B1) (i)

Oct. 2034

$ 560

$ (309)

Receive monthly notional amount multiplied by 3.35% and pay Morgan Stanley, Inc. upon credit event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-HE7, Class B3, 9.01% 8/25/34 (Rating-C) (i)

Sept. 2034

415

(331)

 

 

$ 3,990

$ (3,095)

Legend

(a) Non-income producing

(b) Includes investment made with cash collateral received from securities on loan.

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

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

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

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $516,091,000 or 10.7% of net assets.

(g) Under the Temporary Liquidity Guarantee Program, the Federal Deposit Insurance Corporation guarantees principal and interest in the event of payment default or bankruptcy until the earlier of maturity date of the debt or until June 30, 2012. At the end of the period these securities amounted to $48,224,000 or 1.0% of net assets.

(h) Security or a portion of the security has been segregated as collateral for open swap agreements. At the period end, the value of securities pledged amounted to $4,397,000.

(i) Represents a credit default swap contract in which the Fund has sold protection on the underlying reference entity. The value of each credit default swap and the credit rating can be measures of the current payment/performance risk. For the underlying reference entity, ratings disclosed are from Moody's Investors Service, Inc. Where Moody's ratings are not available, S&P ratings are disclosed and are indicated as such. All ratings are as of the report date and do not reflect subsequent changes. Where a credit rating is not disclosed, the value is used as the measure of the payment/performance risk.

(j) Represents a credit default swap based on a tradable index of home equity asset-backed debt securities. The value of each credit default swap and the credit rating can be measures of the current payment/ performance risk. In addition, the swap represents a contract in which the Fund has sold protection on the index of underlying securities. Ratings represent a weighted average of the ratings of all securities included in the index. Ratings used in the weighted average are from Moody's Investors Service, Inc., or S&P where Moody's ratings are not available. All ratings are as of the report date and do not reflect subsequent changes.

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

(l) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited schedule of portfolio holdings for each Fidelity Central Fund is filed with the SEC for the first and third quarters of each fiscal year on Form N-Q and is available upon request or at the SEC's web site at www.sec.gov. An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro rata share of securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's web site or upon request.

(m) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool held as of the end of the period.

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

* Amount represents less than $1,000.

# Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty

Value

$150,738,000 due 9/01/10 at 0.25%

Banc of America Securities LLC

$ 11,736

Bank of America NA

17,615

Barclays Capital, Inc.

35,230

Goldman, Sachs & Co.

5,872

Merrill Lynch Government Securities, Inc.

10,569

Mizuho Securities USA, Inc.

46,974

Morgan Stanley & Co., Inc.

22,742

 

$ 150,738

Repurchase Agreement / Counterparty

Value

$103,500,000 due 9/01/10 at 0.25%

Deutsche Bank Securities, Inc.

$ 103,500

 

$ 103,500

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Corporate Bond 1-10 Year Central Fund

$ 13,879

Fidelity Specialized High Income Central Fund

3,338

Total

$ 17,217

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

Fund
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales
Proceeds

Value,
end of
period

% ownership,
end of
period

Fidelity Corporate Bond 1-10 Year Central Fund

$ 413,890

$ -

$ 297,739

$ 135,609

6.6%

Fidelity Corporate Bond 1-5 Year Central Fund

30,646

-

31,054*

-

0.0%

Fidelity Specialized High Income Central Fund

56,460

3,338

19,288

45,200

10.3%

Total

$ 500,996

$ 3,338

$ 348,081

$ 180,809

* Includes the value of shares redeemed through in-kind transactions. See Note 8 of the Notes to Financial Statements.

Other Information

The following is a summary of the inputs used, as of August 31, 2010, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Corporate Bonds

$ 1,469,186

$ -

$ 1,469,186

$ -

U.S. Government and Government Agency Obligations

2,129,168

-

2,129,168

-

U.S. Government Agency - Mortgage Securities

265,005

-

265,005

-

Asset-Backed Securities

292,537

-

276,997

15,540

Collateralized Mortgage Obligations

93,525

-

90,828

2,697

Commercial Mortgage Securities

199,604

-

173,973

25,631

Municipal Securities

15,631

-

15,631

-

Foreign Government and Government Agency Obligations

41,306

-

41,306

-

Supranational Obligations

287

-

287

-

Bank Notes

5,327

-

5,327

-

Fixed-Income Funds

180,809

180,809

-

-

Preferred Securities

5,196

-

5,196

-

Cash Equivalents

254,238

-

254,238

-

Total Investments in Securities:

$ 4,951,819

$ 180,809

$ 4,727,142

$ 43,868

Derivative Instruments:

Liabilities

Swap Agreements

$ (3,095)

$ -

$ (573)

$ (2,522)

The following is a reconciliation of Investments in Securities and Derivative Instruments for which Level 3 inputs were used in determining value:

(Amounts in thousands)

 

Investments in Securities:

Beginning Balance

$ 52,285

Total Realized Gain (Loss)

8,103

Total Unrealized Gain (Loss)

6,051

Cost of Purchases

99

Proceeds of Sales

(21,778)

Amortization/Accretion

1,789

Transfers in to Level 3

16,791

Transfers out of Level 3

(19,472)

Ending Balance

$ 43,868

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at August 31, 2010

$ 7,148

Derivative Instruments:

Swap Agreements

Beginning Balance

$ (2,386)

Total Unrealized Gain (Loss)

622

Transfers in to Level 3

(759)

Transfers out of Level 3

-

Ending Balance

$ (2,523)

Realized gain (loss) on Swap Agreements for the period

$ 93

The change in unrealized gain (loss) for the period attributable to Level 3 Swap Agreements held at August 31, 2010

$ 617

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities and Derivative Instruments identified as using Level 3 inputs at either the beginning or the end of the current fiscal period, and includes the value of securities received through affiliated in-kind transactions. See Note 8 of the Notes to Financial Statements. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by risk exposure as of August 31, 2010. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Risk Exposure /
Derivative Type

Value

 

Asset

Liability

Credit Risk

Swap Agreements (a)

$ -

$ (3,095)

Total Value of Derivatives

$ -

$ (3,095)

(a) Value is disclosed on the Statement of Assets and Liabilities in the Unrealized Appreciation and Unrealized Depreciation on Swap Agreements line-items.

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

United States of America

89.7%

United Kingdom

2.2%

Canada

2.1%

Australia

1.4%

Netherlands

1.2%

Others (Individually Less Than 1%)

3.4%

 

100.0%

Income Tax Information

At August 31, 2010, the Fund had a capital loss carryforward of approximately $229,796,000 of which $54,135,000, $12,930,000, $131,741,000 and $30,990,000 will expire on August 31, 2014, 2016, 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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)

August 31, 2010

 

 

 

Assets

Investment in securities, at value (including securities loaned of $102,102 and repurchase agreements of $254,238) - See accompanying schedule:

Unaffiliated issuers (cost $4,453,559)

$ 4,771,010

 

Fidelity Central Funds (cost $170,123)

180,809

 

Total Investments (cost $4,623,682)

 

$ 4,951,819

Receivable for investments sold

399

Receivable for swap agreements

7

Receivable for fund shares sold

18,545

Interest receivable

33,424

Distributions receivable from Fidelity Central Funds

544

Other receivables

111

Total assets

5,004,849

 

 

 

Liabilities

Payable to custodian bank

$ 40

Payable for investments purchased

 

Regular delivery

11,431

 

Delayed delivery

49,579

 

Payable for swap agreements

9

Payable for fund shares redeemed

3,781

Distributions payable

427

Unrealized depreciation on swap agreements

3,095

Accrued management fee

1,258

Other affiliated payables

529

Other payables and accrued expenses

111

Collateral on securities loaned, at value

103,500

Total liabilities

173,760

 

 

 

Net Assets

$ 4,831,089

Net Assets consist of:

 

Paid in capital

$ 4,860,266

Undistributed net investment income

23,035

Accumulated undistributed net realized gain (loss) on investments

(377,325)

Net unrealized appreciation (depreciation) on investments

325,113

Net Assets, for 449,769 shares outstanding

$ 4,831,089

Net Asset Value, offering price and redemption price per share ($4,831,089 ÷ 449,769 shares)

$ 10.74

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

Annual Report

Statement of Operations

 Amounts in thousands

Year ended August 31, 2010

 

  

  

Investment Income

  

  

Dividends

 

$ 345

Interest

 

185,966

Income from Fidelity Central Funds

 

17,217

Total income

 

203,528

 

 

 

Expenses

Management fee

$ 14,210

Transfer agent fees

4,492

Fund wide operations fee

1,484

Independent trustees' compensation

17

Miscellaneous

18

Total expenses before reductions

20,221

Expense reductions

(1)

20,220

Net investment income

183,308

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

127,288

Fidelity Central Funds

13,838

 

Swap agreements

43,330

 

Total net realized gain (loss)

 

184,456

Change in net unrealized appreciation (depreciation) on:

Investment securities

162,064

Swap agreements

(36,226)

Total change in net unrealized appreciation (depreciation)

 

125,838

Net gain (loss)

310,294

Net increase (decrease) in net assets resulting from operations

$ 493,602

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
August 31,
2010

Year ended
August 31,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 183,308

$ 247,442

Net realized gain (loss)

184,456

(666,918)

Change in net unrealized appreciation (depreciation)

125,838

545,720

Net increase (decrease) in net assets resulting
from operations

493,602

126,244

Distributions to shareholders from net investment income

(172,198)

(253,119)

Distributions to shareholders from net realized gain

(8,621)

(19,796)

Total distributions

(180,819)

(272,915)

Share transactions
Proceeds from sales of shares

1,604,830

1,258,789

Reinvestment of distributions

174,832

259,207

Cost of shares redeemed

(1,441,585)

(4,076,818)

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

338,077

(2,558,822)

Total increase (decrease) in net assets

650,860

(2,705,493)

 

 

 

Net Assets

Beginning of period

4,180,229

6,885,722

End of period (including undistributed net investment income of $23,035 and undistributed net investment income of $23,737, respectively)

$ 4,831,089

$ 4,180,229

Other Information

Shares

Sold

155,324

133,503

Issued in reinvestment of distributions

16,891

27,949

Redeemed

(139,684)

(443,397)

Net increase (decrease)

32,531

(281,945)

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

Annual Report

Financial Highlights

Years ended August 31,

2010

2009

2008

2007

2006 H

2006 J

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.02

$ 9.85

$ 10.12

$ 10.24

$ 10.14

$ 10.43

Income from Investment Operations

 

 

 

 

 

 

Net investment income D

  .422

  .449

  .483

  .501

  .169

  .436

Net realized and unrealized gain (loss)

  .715

  .205 G

  (.278)

  (.134)

  .081

  (.295)

Total from investment operations

  1.137

  .654

  .205

  .367

  .250

  .141

Distributions from net investment income

  (.397)

  (.454)

  (.475)

  (.475)

  (.150)

  (.421)

Distributions from net realized gain

  (.020)

  (.030)

  -

  (.012)

  -

  (.010)

Total distributions

  (.417)

  (.484)

  (.475)

  (.487)

  (.150)

  (.431)

Net asset value, end of period

$ 10.74

$ 10.02

$ 9.85

$ 10.12

$ 10.24

$ 10.14

Total Return B, C

  11.59%

  7.13%

  2.03%

  3.63%

  2.48%

  1.36%

Ratios to Average Net Assets E, I

 

 

 

 

 

Expenses before reductions

  .45%

  .45%

  .45%

  .45%

  .45% A

  .46%

Expenses net of fee waivers, if any

  .45%

  .45%

  .45%

  .45%

  .45% A

  .46%

Expenses net of all reductions

  .45%

  .45%

  .44%

  .44%

  .44% A

  .46%

Net investment income

  4.08%

  4.80%

  4.79%

  4.89%

  4.96% A

  4.22%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 4,831

$ 4,180

$ 6,886

$ 8,300

$ 7,567

$ 7,658

Portfolio turnover rate F

  115% K

  66% K

  80%

  94% K

  71% A

  44%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

H For the four month period ended August 31. The Fund changed its fiscal year end from April 30 to August 31, effective August 31, 2006.

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

J For the period ended April 30.

K The portfolio turnover rate excludes liquidations and/or redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Notes to Financial Statements

For the period ended August 31, 2010

(Amounts in thousands except ratios)

1. Organization.

Fidelity Intermediate Bond Fund (the Fund) is a fund of Fidelity Fixed-Income 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.

2. Investments in Fidelity Central Funds.

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

Based on their investment objective, each Fidelity Central Fund may invest or participate in various investment vehicles or strategies that are similar to those of the Fund. These strategies are consistent with the investment objectives of the Fund and may involve certain economic risks which may cause a decline in value of each of the Fidelity Central Funds and thus a decline in the value of the Fund. The following summarizes the Fund's investment in each Fidelity Central Fund.

Fidelity Central Fund

Investment Manager

Investment Objective

Investment Practices

Fidelity Corporate Bond 1-10 Year Central Fund

Fidelity Investment Money Management, Inc. (FIMM)

Seeks a high level of income by normally investing in investment-grade corporate bonds and other corporate debt securities and repurchase agreements for those securities.

Delayed Delivery & When Issued Securities

Repurchase Agreements

Restricted Securities

Swap Agreements

Fidelity Specialized High Income Central Fund

FMR Co., Inc. (FMRC)

Seeks a high level of current income by normally investing in income-producing debt securities, with an emphasis on lower-quality debt securities.

Loans & Direct Debt Instruments

Repurchase Agreements

Restricted Securities

 

An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com. A complete unaudited list of holdings for each Fidelity Central Fund is

Annual Report

2. Investments in Fidelity Central Funds - continued

available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds which contain the significant accounting policies (including security valuation policies) of those funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of August 31, 2010, for the Fund's investments, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Security Valuation - continued

securities. For corporate bonds, bank notes, foreign government and government agency obligations, municipal securities, preferred securities, supranational obligations and U.S. government and government agency obligations, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. For asset backed securities, collateralized mortgage obligations, commercial mortgage securities and U.S. government agency mortgage securities, pricing services utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and, accordingly, such securities are generally categorized as Level 2 in the hierarchy. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates fair value and are categorized as Level 2 in the hierarchy.

Swaps are marked-to-market daily based on valuations from independent pricing services or dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Pricing services utilize matrix pricing which considers comparisons to interest rate curves, credit spread curves, default possibilities and recovery rates and, as a result, swaps are generally categorized as Level 2 in the hierarchy.

When independent prices are unavailable or unreliable, debt securities and swaps may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted to the rate of inflation. Interest is accrued based on the principal value, which is adjusted for inflation. The adjustments to principal due to inflation are reflected as increases or decreases to interest income even though principal is not received until maturity. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability 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 amongst each fund in the Trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of August 31, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Book-tax differences are primarily due to swap agreements, market discount, partnerships (including allocations from Fidelity Central Funds), deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation

$ 216,979

Gross unrealized depreciation

(20,062)

Net unrealized appreciation (depreciation)

$ 196,917

 

 

Tax Cost

$ 4,754,902

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 6,810

Capital loss carryforward

$ (229,796)

Net unrealized appreciation (depreciation)

$ 193,891

The tax character of distributions paid was as follows:

 

August 31, 2010

August 31, 2009

Ordinary Income

$ 180,819

$ 272,915

4. Operating Policies.

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

Annual Report

4. Operating Policies - continued

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

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

5. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund uses derivative instruments (derivatives), including swap agreements, in order to meet its investment objectives. The strategy is to use derivatives to increase returns, to gain exposure to certain types of assets and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives may increase or decrease its exposure to the following risks:

Credit Risk

Credit risk relates to the ability of the issuer to a financial instrument to make further principal or interest payments on an obligation or commitment that it has entered into with the Fund.

 

Interest Rate Risk

Interest rate risk relates to the fluctuations in the value of interest-bearing securities due to changes in the prevailing levels of market interest rates.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

5. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to sell the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain over-the-counter derivatives, the Fund attempts to reduce its exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association (ISDA) Master Agreement on a bilateral basis with each of its counterparties. The ISDA Master Agreement gives each counterparty the right to terminate all transactions traded under such agreement if there is a certain deterioration in the credit quality of the other party. The ISDA Master Agreement gives the Fund the right, upon an event of default by the applicable counterparty or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net payable by one party to the other. To mitigate counterparty credit risk, the Fund offsets certain payables and/or receivables with collateral. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with the Fund's custodian bank in accordance with the collateral agreements entered into between the Fund, the swap counterparty and the Fund's custodian bank and, if required, is identified in the Schedule of Investments. The Fund could experience delays and costs in gaining access to the collateral even though it is held by the Fund's custodian bank. The Fund's maximum risk of loss from counterparty credit risk is generally the aggregate unrealized appreciation and unpaid counterparty fees in excess of any collateral pledged by the counterparty to the Fund. Risk of loss may exceed the amounts recognized in the Statement of Assets and Liabilities.

Net Realized Gain (Loss) and Change in Net Unrealized Appreciation (Depreciation) on Derivatives. The table below, which reflects the impacts of derivatives on the financial performance of the Fund, summarizes the net realized gain (loss) and change in net unrealized appreciation (depreciation) for derivatives during the period.

Risk Exposure / Derivative Type

Net Realized
Gain (Loss)

Change in Net
Unrealized
Appreciation
(Depreciation)

Credit Risk

 

 

Swap Agreements

$ (32)

$ 768

Interest Rate Risk

 

 

Swap Agreements

43,362

(36,994)

Totals (a)

$ 43,330

$ (36,226)

(a) A summary of the value of derivatives by risk exposure as of period end, if any, is included at the end of the Schedule of Investments and is representative of activity for the period.

Annual Report

5. Derivative Instruments - continued

Swap Agreements. A swap agreement (swap) is a contract between two parties to exchange future cash flows at periodic intervals based on a notional principal amount. Details of swaps open at period end, if any, are included in the Schedule of Investments under the caption "Swap Agreements." Swaps are marked-to-market daily and changes in value are recorded as unrealized appreciation or (depreciation) and reflected in the Statement of Assets and Liabilities. Any upfront payments made or received upon entering a swap to compensate for differences between stated terms of the agreement and prevailing market conditions (e.g. credit spreads, interest rates or other factors) are recorded as realized gain or (loss) ratably over the term of the swap. Payments are exchanged at specified intervals, accrued daily commencing with the effective date of the contract and recorded as realized gain or (loss). Realized gain or (loss) is also recorded in the event of an early termination of a swap. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on swaps during the period is included in the Statement of Operations.

Risks of loss may include credit risk and interest rate risk. In addition, there is the risk of failure by the counterparty to perform under the terms of the agreement and lack of liquidity in the market.

Interest Rate Swaps. Interest rate swaps are agreements between counterparties to exchange cash flows, one based on a fixed rate, and the other on a floating rate. The Fund entered into interest rate swaps to manage its exposure to interest rate changes. Changes in interest rates can have an effect on both the value of bond holdings as well as the amount of interest income earned. In general, the value of bonds can fall when interest rates rise and can rise when interest rates fall.

Credit Default Swaps. Credit default swaps enable the Fund to buy or sell protection on a debt security or a basket of securities against a defined credit event. Under the terms of a credit default swap the buyer of protection (buyer) receives credit protection in exchange for making periodic payments to the seller of protection (seller) based on a fixed percentage applied to a notional principal amount. In return for these payments, the seller acts as a guarantor of the creditworthiness of a reference obligation. The Fund entered into credit default swaps as a seller to gain credit exposure to an issuer and/or as a buyer to provide a measure of protection against defaults of an issuer. The issuer may be either a single issuer or a "basket" of issuers. Periodic payments are made over the life of the contract provided that no credit event occurs.

For credit default swaps on most corporate and sovereign issuers, credit events include bankruptcy, failure to pay, obligation acceleration or repudiation/moratorium. For credit default swaps on corporate or sovereign issuers, the obligation that may be put to the seller is not limited to the specific reference obligation described in the Schedule of

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

5. Derivative Instruments - continued

Credit Default Swaps - continued

Investments. For credit default swaps on asset-backed securities, a credit event may be triggered by events such as failure to pay principal, maturity extension, rating downgrade or write-down. For credit default swaps on asset-backed securities, the reference obligation described represents the security that may be put to the seller.

As a seller, if an underlying credit event occurs, the Fund will either pay the buyer an amount equal to the notional amount of the swap and take delivery of the reference obligation or underlying securities comprising an index or pay a net settlement amount of cash equal to the notional amount of the swap less the recovery value of the reference obligation or underlying securities comprising an index.

As a buyer, if an underlying credit event occurs, the Fund will either receive from the seller an amount equal to the notional amount of the swap and deliver the reference obligation or underlying securities comprising an index or receive a net settlement amount of cash equal to the notional amount of the swap less the recovery value of the reference obligation or underlying securities comprising an index.

Typically, the value of each credit default swap and credit rating disclosed for each reference obligation in the Schedule of Investments, where the Fund is the seller, can be used as measures of the current payment/performance risk of the swap. As the value of the swap changes as a positive or negative percentage of the total notional amount, the payment/performance risk may decrease or increase, respectively. Any current or future declines in the value of the swap may be partially offset by upfront payments received by the Fund as the seller, if applicable. In addition to these measures, FMR monitors a variety of factors including cash flow assumptions, market activity and market sentiment as part of its ongoing process of assessing payment/performance risk.

The notional amount of credit default swaps is included in the Schedule of Investments and approximates the maximum potential amount of future payments that the Fund could be required to make if the Fund is the seller and a credit event were to occur. The total notional amount of all credit default swaps open at period end where the Fund is the seller amounted to $3,990 representing .08% of net assets.

6. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, U.S. government securities and liquidations executed in-kind from Affiliated Central Funds, aggregated $1,049,879 and $1,369,141, respectively.

Annual Report

7. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .20% of the Fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .32% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives an asset-based fee of .10% of the Fund's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Fundwide Operations Fee. Pursuant to the Fundwide Operations and Expense Agreement (FWOE), FMR has agreed to provide for fund level expenses (which do not include transfer agent, compensation of the independent Trustees, interest (including commitment fees), taxes or extraordinary expenses, if any) in return for a FWOE fee equal to .35% less the total amount of the management fee. The FWOE paid by the Fund is reduced by an amount equal to the fees and expenses paid to the independent Trustees. For the period, the FWOE fee was equivalent to an annual rate of .03% of average net assets.

8. Other Affiliated Transactions.

On September 25, 2009, the Fidelity Corporate Bond 1-5 Year Central Fund ("1-5 Year"), a Fidelity Central Fund in which the Fund was invested, was liquidated pursuant to a Plan of Liquidation and Dissolution approved by its Board. Under the plan, 1-5 Year distributed in-kind all of its net assets to its shareholders pro rata at its net asset value (NAV) per share as of the close of business on the liquidation date. As a result, the Fund received cash and securities, including accrued interest, of $31,054 in return for 300 shares of 1-5 Year. Because 1-5 Year was a partnership for federal income tax purposes, the liquidation generally was tax free to the Fund.

9. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

9. Committed Line of Credit - continued

amounted to $18 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

10. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received 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. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of interest income. Net income from lending portfolio securities during the period amounted to $85.

11. Expense Reductions.

Through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1.

12. Other.

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

Annual Report

13. Credit Risk.

The Fund invests a portion of its assets in structured securities of issuers backed by residential mortgage loans, credit card receivables and automotive loans. The value and related income of these securities is sensitive to changes in economic conditions, including delinquencies and/or defaults.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Fixed-Income Trust and Shareholders of Fidelity Intermediate Bond Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Intermediate Bond Fund (the Fund), a fund of Fidelity Fixed-Income Trust, including the schedule of investments, as of August 31, 2010, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of August 31, 2010, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Intermediate Bond Fund as of August 31, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

October 21, 2010

Annual Report

Trustees and Officers

The Trustees and executive officers of the trust and funds, as applicable, are listed below. The Board of Trustees governs each fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee each fund's activities, review contractual arrangements with companies that provide services to each fund, oversee management of the risks associated with such activities and contractual arrangements, and review each fund's performance. Except for James C. Curvey, each of the Trustees oversees 189 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. 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.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing each fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the funds, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the funds. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Kenneth L. Wolfe serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The funds' Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may invest in Fidelity funds that are overseen by such other Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, each fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the funds' activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the funds' business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the funds are carried out by or through FMR, its affiliates and other service providers, the funds' exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the funds' activities, oversight is exercised primarily through the Operations and Audit Committees. Appropriate personnel, including but not limited to the funds' Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the funds' Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Abigail P. Johnson (48)

 

Year of Election or Appointment: 2009

Ms. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

James C. Curvey (75)

 

Year of Election or Appointment: 2007

Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

* 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.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Albert R. Gamper, Jr. (68)

 

Year of Election or Appointment: 2006

Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). He also served as President and Chief Executive Officer of Tyco Capital Corporation (2001-2002). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System. Previously, Mr. Gamper served as Chairman of the Board of Governors, Rutgers University (2004-2007).

Robert F. Gartland (58)

 

Year of Election or Appointment: 2010

Mr. Gartland is a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-present) and is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).

Arthur E. Johnson (63)

 

Year of Election or Appointment: 2008

Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present) and AGL Resources, Inc. (holding company). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson and Ms. Abigail P. Johnson are not related.

Michael E. Kenneally (56)

 

Year of Election or Appointment: 2009

Previously, Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity Fixed Income and Asset Allocation Funds (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003-2005). Mr. Kenneally was a Director of the Credit Suisse Funds (U.S. mutual funds, 2004-2008) and certain other closed-end funds (2004-2005) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (69)

 

Year of Election or Appointment: 2007

Mr. Keyes serves as a member of the Boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, since 1998). Prior to his retirement, Mr. Keyes served as Chairman and Chief Executive Officer of Johnson Controls (automotive, building, and energy, 1998-2002) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (63)

 

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. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is an Honorary Trustee of the Brookings Institution and a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California and the Foundation Board of the School of Architecture at the University of Virginia (2007-present). Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).

Kenneth L. Wolfe (71)

 

Year of Election or Appointment: 2005

Mr. Wolfe is Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2008-present). Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Executive Officers:

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

Name, Age; Principal Occupation

John R. Hebble (52)

 

Year of Election or Appointment: 2008 

President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present), Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments.

Boyce I. Greer (54)

 

Year of Election or Appointment: 2005

Vice President of Fidelity's Fixed Income Funds and Asset Allocation Funds (2005). Mr. Greer is also a Trustee of other investment companies advised by FMR. Mr. Greer is President of The North Carolina Capital Management Trust: Cash and Term Portfolio (2003-present), the Asset Allocation Division (2008-present), President and a Director of Strategic Advisers, Inc. (2008-present), President of FIMM 130/30 LLC (2008-present), Director of Ballyrock Investment Advisors LLC (2006-present), and an Executive Vice President of FMR (2005-present). Previously, Mr. Greer served as Executive Vice President of FMR Co., Inc. (2005-2009), President and Director of Fidelity Investments Money Management, Inc. (2007-2009) and as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005).

Christopher P. Sullivan (56)

 

Year of Election or Appointment: 2009

Vice President of Fidelity's Bond Funds. Mr. Sullivan also serves as President of Fidelity's Bond Division (2009-present). Mr. Sullivan is Executive Vice President of Fidelity Investments Money Management, Inc. (2009-present), and a Director of Fidelity Management & Research (U.K.) Inc. (2010-present). Previously, Mr. Sullivan served as Managing Director, Co-Head of U.S. Fixed Income at Goldman Sachs Asset Management (2001-2009).

Christine J. Thompson (52)

 

Year of Election or Appointment: 2010

Vice President of Fidelity's Bond Funds. Ms. Thompson also serves as Chief Investment Officer of FMR's Bond Group (2010-present) and is an employee of Fidelity Investments. Previously, Ms. Thompson served as Director of Municipal Bond Portfolio Managers (2002-2010).

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

David J. Carter (37)

 

Year of Election or Appointment: 2010

Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Carter also serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2005-present).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (51)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Michael H. Whitaker (43)

 

Year of Election or Appointment: 2008

Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker also serves as Chief Compliance Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present). Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Jeffrey S. Christian (48)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Stephanie J. Dorsey (41)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Deberghes also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2009

Assistant Treasurer of the Fidelity Fixed Income and Asset Allocation Funds. Mr. Robins also serves as President and Treasurer of other Fidelity funds (2008-present; 2010-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Intermediate Bond Fund voted to pay on October 18, 2010, to shareholders of record at the opening of business on October 15, 2010, a distribution of $0.012 per share derived from capital gains realized from sales of portfolio securities.

A total of 16.84% 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 designates $105,208,721 of distributions paid during the period January 1, 2010 to August 31, 2010 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2011 of amounts for use in preparing 2010 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

fid264For mutual fund and brokerage trading.

fid266For quotes.*

fid268For account balances and holdings.

fid270To review orders and mutual
fund activity.

fid272To change your PIN.

fid274fid276To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

Annual Report

To Write Fidelity

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

(letter_graphic)

Making Changes
To Your Account

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

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

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

General Correspondence

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

(letter_graphic)

For Retirement
Accounts

Buying shares

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

Selling shares

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

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

General Correspondence

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

Annual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

17550 North 75th Avenue
Glendale, AZ

5330 E. Broadway Blvd
Tucson, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

601 Larkspur Landing Circle
Larkspur, CA

2000 Avenue of the Stars
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16656 Bernardo Ctr. Drive
Rancho Bernardo, CA

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

398 West El Camino Real
Sunnyvale, CA

111 South Westlake Blvd
Thousand Oaks, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6326 Canoga Avenue
Woodland Hills, CA

2211 Michelson Drive
Irvine, CA

Colorado

281 East Flatiron Circle
Broomfield, CO

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

1261 Post Road
Fairfield, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

175 East Altamonte Drive
Altamonte Springs, FL

1400 Glades Road
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

8880 Tamiami Trail, North
Naples, FL

230 Royal Palm Way
Palm Beach, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3242 Peachtree Road
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

401 North Michigan Avenue
Chicago, IL

One Skokie Valley Road
Highland Park, IL

1415 West 22nd Street
Oak Brook, IL

15105 S LaGrange Road
Orland Park, IL

1572 East Golf Road
Schaumburg, IL

1823 Freedom Drive
Naperville, IL

Indiana

8480 Keystone Crossing
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

610 York Road
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

200 Endicott Street
Danvers, MA

Annual Report

405 Cochituate Road
Framingham, MA

551 Boston Turnpike
Shrewsbury, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 N. Old Woodward Ave.
Birmingham, MI

30200 Northwestern Hwy.
Farmington Hills, MI

43420 Grand River Avenue
Novi, MI

3480 28th Street
Grand Rapids, MI

2425 S. Linden Road STE E
Flint, MI

Minnesota

7740 France Avenue South
Edina, MN

8342 3rd Street North
Oakdale, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

501 Route 73 South
Marlton, NJ

150 Essex Street
Millburn, NJ

35 Morris Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New Mexico

2261 Q Street NE
Albuquerque, NM

New York

1130 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

3349 Monroe Avenue
Rochester, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

1800 Crocker Road
Westlake, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

10 Memorial Boulevard
Providence, RI

Tennessee

3018 Peoples Street
Johnson City, TN

7628 West Farmington Blvd.
Germantown, TN

2035 Mallory Lane
Franklin, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

1701 Lake Robbins Drive
The Woodlands, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

1576 East Southlake Blvd.
Southlake, TX

15600 Southwest Freeway
Sugar Land, TX

139 N. Loop 1604 East
San Antonio, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

11957 Democracy Drive
Reston, VA

Washington

10500 NE 8th Street
Bellevue, WA

1518 6th Avenue
Seattle, WA

304 Strander Blvd
Tukwila, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

16020 West Bluemound 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

Fidelity Investments Money
Management, Inc.

Fidelity Research & Analysis Company

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(U.K.) Inc.

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Boston, MA

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New York, NY

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fid280

Fidelity®
Investment Grade Bond
Fund

Annual Report

August 31, 2010

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion of Fund Performance

<Click Here>

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

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

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

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

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

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Abigail_P_Johnson)

Dear Shareholder:

A yearlong uptrend in global equity markets reversed course in late April 2010 when investor sentiment turned bearish due in great measure to concern that Europe's debt crisis would expand and slow or derail economic recovery. However, a bounceback in July helped to recover some of the ground that was lost. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

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

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

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

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

Sincerely,


(The chairman's signature appears here.)

Abigail P. Johnson

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended August 31, 2010

Past 1
year

Past 5
years

Past 10
years

Fidelity® Investment Grade Bond Fund

12.29%

4.65%

5.78%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Investment Grade Bond Fund, a class of the fund, on August 31, 2000. The chart shows how the value of your investment would have changed, and also shows how the Barclays Capital U.S. Aggregate Bond Index performed over the same period.

fid293

Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. taxable bonds generated strong results during the 12-month period ending August 31, 2010, as evidenced by the 9.18% advance of the Barclays Capital U.S. Aggregate Bond Index, a broad measure of the domestic investment-grade debt universe. Riskier segments of the market fared best overall, led by corporate bonds and asset-backed securities (ABS). These sectors were big beneficiaries of robust demand from investors seeking attractively priced, higher-yielding investments amid signs of economic stabilization during much of the period. The Barclays Capital U.S. Credit Bond Index rose 12.87% and the Barclays Capital U.S. Fixed-Rate ABS Index returned 10.53%. The Barclays Capital U.S. Treasury Bond Index advanced 8.13%, with most of the gain coming in the second half of the period. That's when investors began to return to the relative safety of U.S. government bonds, as the economic outlook became less certain and worries about inflation receded. Elsewhere, mortgage-backed securities (MBS), bolstered largely by government purchase programs, increased 6.97%, as measured by the Barclays Capital U.S. MBS Index. Government-backed agency securities lagged the broader MBS market, with the Barclays Capital U.S. Agency Bond Index gaining 5.82%. Agency securities initially were constrained by investors' diminished appetite for bonds with lower perceived credit risk, but later were helped by the Federal Reserve's purchases of agency debt.

Comments from Jeffrey Moore, Portfolio Manager of Fidelity® Investment Grade Bond Fund: For the year, the fund's Retail Class shares rose 12.29%, solidly outpacing the Barclays Capital U.S. Aggregate Bond Index. Early in the year, investors remained highly risk averse. As the period progressed, however, risk tolerance increased markedly, and yield spreads - the premium paid to an investor for owning non-Treasuries - narrowed, boosting returns. The portfolio was very effectively positioned for this market environment. I had a significant overweighting in corporate bonds, on average, where good positioning in financials helped the most. CMBS (commercial mortgage-backed securities) also did quite well. The vast majority of my CMBS holdings were rated AAA, the highest-credit-quality bonds available. Third, the fund was helped by security selection among U.S. government bonds - including an out-of-benchmark stake in TIPS (Treasury Inflation-Protected Securities) - and an overall underweighting in this weak-performing category, along with shifting from an underweighting to an overweighting in Treasuries around mid-period. Lastly, the fund benefited from its underexposure to residential mortgage bonds, which lagged.

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

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2010 to August 31, 2010).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report

Shareholder Expense Example - continued

 

Annualized Expense Ratio

Beginning
Account Value
March 1, 2010

Ending
Account Value
August 31, 2010

Expenses Paid
During Period
*
March 1, 2010
to August 31, 2010

Class A

.76%

 

 

 

Actual

 

$ 1,000.00

$ 1,062.00

$ 3.95

HypotheticalA

 

$ 1,000.00

$ 1,021.37

$ 3.87

Class T

.80%

 

 

 

Actual

 

$ 1,000.00

$ 1,060.30

$ 4.15

HypotheticalA

 

$ 1,000.00

$ 1,021.17

$ 4.08

Class B

1.50%

 

 

 

Actual

 

$ 1,000.00

$ 1,058.00

$ 7.78

HypotheticalA

 

$ 1,000.00

$ 1,017.64

$ 7.63

Class C

1.51%

 

 

 

Actual

 

$ 1,000.00

$ 1,057.90

$ 7.83

HypotheticalA

 

$ 1,000.00

$ 1,017.59

$ 7.68

Investment Grade Bond

.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,062.20

$ 2.34

HypotheticalA

 

$ 1,000.00

$ 1,022.94

$ 2.29

Institutional Class

.49%

 

 

 

Actual

 

$ 1,000.00

$ 1,061.90

$ 2.55

HypotheticalA

 

$ 1,000.00

$ 1,022.74

$ 2.50

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Quality Diversification (% of fund's net assets)

As of August 31, 2010

As of February 28, 2010

fid295

U.S. Government and
U.S. Government
Agency Obligations 71.2%

 

fid110

U.S. Government and
U.S. Government
Agency Obligations 62.4%

 

fid298

AAA 6.8%

 

fid300

AAA 8.4%

 

fid302

AA 2.8%

 

fid114

AA 2.9%

 

fid305

A 7.8%

 

fid307

A 9.0%

 

fid309

BBB 11.8%

 

fid118

BBB 15.4%

 

fid312

BB and Below 4.0%

 

fid314

BB and Below 4.6%

 

fid316

Not Rated 0.1%

 

fid318

Not Rated 0.0%

 

fid320

Equities 0.1%

 

fid318

Equities 0.0%

 

fid323

Short-Term
Investments and
Net Other Assets (4.6)%

 

fid122

Short-Term
Investments and
Net Other Assets (2.7)%

 

fid326

We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the report date and do not reflect subsequent downgrades. The information in the above table is based on the combined investments of the fund and its pro-rata share of the investments of Fidelity's fixed-income central fund.

Weighted Average Maturity as of August 31, 2010

 

 

6 months ago

Years

6.3

6.3

Weighted Average Maturity (WAM) is a weighted average of all the maturities of the securities held in a fund. The weighted average maturity is based on the dollar-weighted average length of time until principal payments are expected or until securities reach maturity, taking into account any maturity shortening feature such as a call, refunding or redemption provision if it is probable that the issuer of the instrument will take advantage of such features.

Duration as of August 31, 2010

 

 

6 months ago

Years

4.7

4.2

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

Asset Allocation (% of fund's net assets)

As of August 31, 2010*

As of February 28, 2010**

fid295

Corporate Bonds 22.8%

 

fid110

Corporate Bonds 27.6%

 

fid298

U.S. Government and
U.S. Government
Agency Obligations 71.2%

 

fid300

U.S. Government and
U.S. Government
Agency Obligations 62.4%

 

fid305

Asset-Backed
Securities 2.0%

 

fid307

Asset-Backed
Securities 2.9%

 

fid334

CMOs and Other
Mortgage Related
Securities 8.1%

 

fid336

CMOs and Other
Mortgage Related
Securities 9.3%

 

fid309

Municipal Bonds 0.3%

 

fid118

Municipal Bonds 0.3%

 

fid316

Other Investments 0.2%

 

fid341

Other Investments 0.2%

 

fid323

Short-Term
Investments and
Net Other Assets (4.6)%

 

fid122

Short-Term
Investments and
Net Other Assets (2.7)%

 

* Foreign investments

3.8%

 

** Foreign investments

6.4%

 

* Futures and Swaps

2.9%

 

** Futures and Swaps

4.4%

 

fid345

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

A holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds is available at fidelity.com and/or advisor.fidelity, as applicable.

Annual Report

Investments August 31, 2010

Showing Percentage of Net Assets

Nonconvertible Bonds - 21.1%

 

Principal Amount (000s)

Value (000s)

CONSUMER DISCRETIONARY - 1.8%

Auto Components - 0.0%

DaimlerChrysler NA Holding Corp. 5.875% 3/15/11

$ 2,059

$ 2,114

Diversified Consumer Services - 0.1%

Cornell University 5.45% 2/1/19

4,133

4,904

Household Durables - 0.2%

Fortune Brands, Inc.:

5.375% 1/15/16

2,000

2,180

5.875% 1/15/36

1,636

1,659

6.375% 6/15/14

9,540

10,800

 

14,639

Media - 1.4%

Comcast Corp.:

4.95% 6/15/16

9,366

10,352

5.7% 5/15/18

8,000

9,112

6.55% 7/1/39

6,000

6,958

Discovery Communications LLC:

3.7% 6/1/15

4,740

4,986

6.35% 6/1/40

4,333

4,911

Liberty Media Corp. 8.25% 2/1/30

11,272

10,708

NBC Universal, Inc.:

3.65% 4/30/15 (f)

5,180

5,433

5.15% 4/30/20 (f)

6,847

7,376

6.4% 4/30/40 (f)

5,621

6,312

News America Holdings, Inc. 7.75% 12/1/45

3,549

4,627

News America, Inc. 6.15% 3/1/37

3,755

4,127

Time Warner Cable, Inc. 5.85% 5/1/17

11,782

13,441

Time Warner, Inc. 6.2% 3/15/40

12,050

13,284

Viacom, Inc.:

6.125% 10/5/17

2,626

3,080

6.75% 10/5/37

5,000

5,942

 

110,649

Multiline Retail - 0.1%

Target Corp. 3.875% 7/15/20

5,104

5,354

TOTAL CONSUMER DISCRETIONARY

137,660

CONSUMER STAPLES - 1.2%

Beverages - 0.2%

Anheuser-Busch InBev Worldwide, Inc. 5.375% 11/15/14 (f)

5,675

6,360

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

CONSUMER STAPLES - continued

Beverages - continued

Diageo Capital PLC 5.2% 1/30/13

$ 1,782

$ 1,945

FBG Finance Ltd. 5.125% 6/15/15 (f)

6,502

7,178

 

15,483

Food & Staples Retailing - 0.1%

CVS Caremark Corp. 6.302% 6/1/37 (l)

8,461

7,763

Food Products - 0.4%

Kraft Foods, Inc.:

5.375% 2/10/20

6,374

7,089

5.625% 11/1/11

2,298

2,421

6.25% 6/1/12

3,588

3,898

6.5% 8/11/17

5,912

7,059

6.875% 2/1/38

6,627

8,193

 

28,660

Tobacco - 0.5%

Altria Group, Inc.:

9.25% 8/6/19

6,587

8,638

9.7% 11/10/18

6,979

9,237

Reynolds American, Inc.:

6.75% 6/15/17

8,966

10,057

7.25% 6/15/37

13,188

14,049

 

41,981

TOTAL CONSUMER STAPLES

93,887

ENERGY - 1.8%

Energy Equipment & Services - 0.2%

DCP Midstream LLC 5.35% 3/15/20 (f)

6,231

6,726

Weatherford International Ltd.:

5.15% 3/15/13

1,223

1,309

9.625% 3/1/19

4,130

5,422

 

13,457

Oil, Gas & Consumable Fuels - 1.6%

Anadarko Petroleum Corp. 6.375% 9/15/17

6,411

6,344

Apache Corp. 5.1% 9/1/40

6,062

6,271

Canadian Natural Resources Ltd. 5.9% 2/1/18

1,670

1,941

Cenovus Energy, Inc. 6.75% 11/15/39

2,502

3,074

Delek & Avner-Yam Tethys Ltd. 5.326% 8/1/13 (f)

223

225

Duke Energy Field Services 6.875% 2/1/11

1,383

1,416

EnCana Corp. 6.3% 11/1/11

2,854

3,015

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Kinder Morgan Energy Partners LP 6.55% 9/15/40

$ 2,205

$ 2,466

Motiva Enterprises LLC:

5.75% 1/15/20 (f)

2,462

2,833

6.85% 1/15/40 (f)

9,240

11,489

Nakilat, Inc. 6.067% 12/31/33 (f)

7,325

8,058

Nexen, Inc. 5.05% 11/20/13

3,969

4,304

Pemex Project Funding Master Trust 1.1363% 12/3/12 (f)(l)

7,003

6,959

Petro-Canada 6.05% 5/15/18

2,460

2,868

Petrobras International Finance Co. Ltd.:

5.75% 1/20/20

16,475

17,659

6.875% 1/20/40

17,995

19,750

Ras Laffan Liquefied Natural Gas Co. Ltd. III:

4.5% 9/30/12 (f)

3,501

3,686

5.5% 9/30/14 (f)

4,894

5,408

6.75% 9/30/19 (f)

3,203

3,821

Suncor Energy, Inc. 6.1% 6/1/18

7,564

8,835

TransCanada PipeLines Ltd. 3.4% 6/1/15

1,806

1,908

Transcontinental Gas Pipe Line Corp. 6.4% 4/15/16

2,389

2,801

 

125,131

TOTAL ENERGY

138,588

FINANCIALS - 11.2%

Capital Markets - 2.0%

Goldman Sachs Group, Inc.:

3.7% 8/1/15

4,364

4,418

5.95% 1/18/18

6,036

6,536

6.15% 4/1/18

5,599

6,117

6.75% 10/1/37

5,714

5,850

7.5% 2/15/19

3,514

4,101

Janus Capital Group, Inc. 6.125% 9/15/11 (d)

3,420

3,460

JPMorgan Chase Capital XVII 5.85% 8/1/35

2,280

2,200

JPMorgan Chase Capital XX 6.55% 9/29/36

21,862

21,794

Lazard Group LLC:

6.85% 6/15/17

3,087

3,286

7.125% 5/15/15

9,694

10,447

Merrill Lynch & Co., Inc. 6.875% 4/25/18

18,880

20,786

Morgan Stanley:

0.8299% 1/9/14 (l)

21,982

20,508

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Capital Markets - continued

Morgan Stanley: - continued

4.1% 1/26/15

$ 6,270

$ 6,399

6% 5/13/14

8,475

9,238

6.625% 4/1/18

10,000

10,993

7.3% 5/13/19

5,986

6,808

UBS AG Stamford Branch 3.875% 1/15/15

10,400

10,746

 

153,687

Commercial Banks - 1.7%

American Express Centurion Bank 5.2% 11/26/10

697

704

Bank of America NA:

5.3% 3/15/17

7,685

7,874

6% 10/15/36

4,808

4,897

BB&T Capital Trust IV 6.82% 6/12/77 (l)

731

709

Credit Suisse (Guernsey) Ltd. 5.86% (l)

7,977

7,299

Credit Suisse New York Branch 6% 2/15/18

10,531

11,485

DBS Bank Ltd. (Singapore) 0.5963% 5/16/17 (f)(l)

1,901

1,840

Discover Bank:

7% 4/15/20

3,177

3,399

8.7% 11/18/19

7,448

8,801

Export-Import Bank of Korea 5.25% 2/10/14 (f)

4,263

4,637

Fifth Third Bancorp:

4.5% 6/1/18

2,107

2,083

8.25% 3/1/38

2,988

3,562

HBOS PLC 6.75% 5/21/18 (f)

3,829

3,745

HSBC Holdings PLC:

0.7336% 10/6/16 (l)

907

867

6.5% 9/15/37

2,956

3,415

JPMorgan Chase Bank 6% 10/1/17

7,500

8,461

KeyBank NA:

5.8% 7/1/14

5,229

5,709

6.95% 2/1/28

1,344

1,441

KeyBank NA, Cleveland 5.45% 3/3/16

2,744

2,931

Korea Development Bank 5.75% 9/10/13

4,034

4,409

Manufacturers & Traders Trust Co. 2.033% 4/1/13 (f)(l)

572

562

Marshall & Ilsley Bank:

4.85% 6/16/15

2,862

2,718

5% 1/17/17

3,648

3,460

5.25% 9/4/12

2,120

2,152

PNC Funding Corp.:

0.615% 1/31/12 (l)

888

885

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Commercial Banks - continued

PNC Funding Corp.: - continued

3.625% 2/8/15

$ 1,941

$ 2,040

Regions Bank 6.45% 6/26/37

7,146

6,315

Regions Financial Corp.:

5.75% 6/15/15

1,371

1,393

7.75% 11/10/14

5,895

6,358

Sovereign Bank 2.1756% 8/1/13 (l)

1,297

1,223

Standard Chartered Bank 6.4% 9/26/17 (f)

4,086

4,576

Wachovia Corp.:

0.6363% 4/23/12 (l)

151

150

4.875% 2/15/14

1,057

1,124

Wells Fargo & Co. 3.75% 10/1/14

7,790

8,210

 

129,434

Consumer Finance - 0.3%

Capital One Bank USA NA 8.8% 7/15/19

2,806

3,556

Capital One Financial Corp. 5.7% 9/15/11

3,508

3,652

Discover Financial Services 10.25% 7/15/19

4,737

5,966

Household Finance Corp. 6.375% 10/15/11

1,155

1,220

HSBC Finance Corp. 5.25% 1/14/11

818

831

SLM Corp.:

0.7278% 10/25/11 (l)

2,316

2,203

0.7371% 3/15/11 (l)

667

660

0.7978% 1/27/14 (l)

1,322

1,079

5% 10/1/13

490

462

 

19,629

Diversified Financial Services - 1.8%

Bank of America Corp. 5.75% 12/1/17

11,468

12,141

BP Capital Markets PLC 3.625% 5/8/14

6,337

6,289

Citigroup, Inc.:

5.375% 8/9/20

10,000

10,100

5.5% 4/11/13

25,084

26,633

6.125% 11/21/17

3,500

3,783

6.125% 5/15/18

18,795

20,292

6.5% 1/18/11

532

543

6.5% 8/19/13

1,650

1,805

JPMorgan Chase & Co.:

4.891% 9/1/15 (l)

2,465

2,452

4.95% 3/25/20

11,136

11,774

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Diversified Financial Services - continued

Prime Property Funding, Inc.:

5.125% 6/1/15 (f)

$ 7,691

$ 7,508

5.35% 4/15/12 (f)

1,917

1,967

5.5% 1/15/14 (f)

5,645

5,707

Teachers Insurance & Annuity Association of America 6.85% 12/16/39 (f)

7,300

9,165

TECO Finance, Inc.:

4% 3/15/16

1,803

1,886

5.15% 3/15/20

2,590

2,830

7% 5/1/12

3,093

3,348

Volkswagen International Finance NV 4% 8/12/20 (f)

3,813

3,948

ZFS Finance USA Trust II 6.45% 12/15/65 (f)(l)

4,425

4,071

ZFS Finance USA Trust IV 5.875% 5/9/62 (f)(l)

1,161

1,040

ZFS Finance USA Trust V 6.5% 5/9/67 (f)(l)

2,033

1,840

 

139,122

Insurance - 1.9%

Allstate Corp. 6.2% 5/16/14

7,535

8,756

Assurant, Inc. 5.625% 2/15/14

5,039

5,377

Axis Capital Holdings Ltd. 5.75% 12/1/14

7,868

8,446

Great-West Life & Annuity Insurance Co. 7.153% 5/16/46 (f)(l)

13,028

12,311

Liberty Mutual Group, Inc.:

6.7% 8/15/16 (f)

9,346

10,187

10.75% 6/15/88 (f)(l)

5,039

5,606

Lincoln National Corp. 7% 5/17/66 (l)

1,423

1,295

Massachusetts Mutual Life Insurance Co. 8.875% 6/1/39 (f)

6,576

9,363

MetLife, Inc.:

5.875% 2/6/41

2,120

2,319

6.125% 12/1/11

535

566

6.75% 6/1/16

5,620

6,622

Metropolitan Life Global Funding I:

5.125% 11/9/11 (f)

4,449

4,640

5.125% 4/10/13 (f)

7,041

7,670

5.125% 6/10/14 (f)

4,961

5,497

Monumental Global Funding II 5.65% 7/14/11 (f)

4,763

4,892

New York Life Global Funding 4.65% 5/9/13 (f)

5,732

6,212

New York Life Insurance Co. 6.75% 11/15/39 (f)

3,220

4,115

Northwestern Mutual Life Insurance Co. 6.063% 3/30/40 (f)

3,480

4,112

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Insurance - continued

Pacific Life Global Funding 5.15% 4/15/13 (f)

$ 5,929

$ 6,378

Pacific Life Insurance Co. 9.25% 6/15/39 (f)

7,366

9,497

Prudential Financial, Inc.:

4.75% 9/17/15

9,207

9,876

7.375% 6/15/19

2,170

2,641

Symetra Financial Corp. 6.125% 4/1/16 (f)

6,139

6,332

 

142,710

Real Estate Investment Trusts - 0.9%

AvalonBay Communities, Inc.:

5.5% 1/15/12

965

1,018

6.125% 11/1/12

1,454

1,595

Camden Property Trust:

5.375% 12/15/13

2,278

2,454

5.875% 11/30/12

861

924

Developers Diversified Realty Corp.:

5.25% 4/15/11

5,471

5,487

5.375% 10/15/12

4,528

4,522

7.5% 4/1/17

3,286

3,308

9.625% 3/15/16

4,996

5,519

Duke Realty LP:

4.625% 5/15/13

397

412

5.875% 8/15/12

716

752

Equity One, Inc.:

6% 9/15/17

4,072

4,195

6.25% 12/15/14

3,586

3,841

6.25% 1/15/17

2,676

2,799

Federal Realty Investment Trust:

5.4% 12/1/13

3,291

3,574

5.9% 4/1/20

1,740

1,940

6% 7/15/12

1,979

2,123

6.2% 1/15/17

1,522

1,720

HRPT Properties Trust:

5.75% 11/1/15

1,726

1,827

6.65% 1/15/18

3,860

4,140

UDR, Inc. 5.5% 4/1/14

7,998

8,553

United Dominion Realty Trust, Inc. 5.25% 1/15/15

2,175

2,297

Washington (REIT) 5.95% 6/15/11

6,334

6,520

 

69,520

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Real Estate Management & Development - 2.1%

AMB Property LP:

5.9% 8/15/13

$ 5,685

$ 6,060

6.3% 6/1/13

5,773

6,275

BioMed Realty LP 6.125% 4/15/20 (f)

2,345

2,534

Brandywine Operating Partnership LP:

5.625% 12/15/10

13,759

13,894

5.7% 5/1/17

810

821

5.75% 4/1/12

3,996

4,128

Colonial Properties Trust:

4.8% 4/1/11

481

477

5.5% 10/1/15

7,511

7,297

6.875% 8/15/12

2,950

3,046

Colonial Realty LP 6.05% 9/1/16

5,558

5,376

Digital Realty Trust LP 4.5% 7/15/15 (f)

3,342

3,384

Duke Realty LP:

5.4% 8/15/14

6,434

6,784

5.5% 3/1/16

6,313

6,636

5.625% 8/15/11

4,377

4,473

5.95% 2/15/17

1,925

2,064

6.25% 5/15/13

4,720

5,101

6.5% 1/15/18

6,346

6,944

ERP Operating LP:

4.75% 7/15/20

4,679

4,898

5.5% 10/1/12

7,592

8,192

6.625% 3/15/12

1,392

1,496

Liberty Property LP:

5.5% 12/15/16

3,957

4,263

6.375% 8/15/12

2,724

2,925

6.625% 10/1/17

4,247

4,860

Mack-Cali Realty LP 7.75% 2/15/11

1,739

1,781

Post Apartment Homes LP 6.3% 6/1/13

6,854

7,401

Reckson Operating Partnership LP:

5.15% 1/15/11

1,820

1,824

6% 3/31/16

1,534

1,493

Regency Centers LP 6.75% 1/15/12

7,337

7,719

Simon Property Group LP:

4.2% 2/1/15

2,530

2,704

5.1% 6/15/15

3,937

4,398

6.75% 2/1/40

4,075

4,867

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Real Estate Management & Development - continued

Tanger Properties LP:

6.125% 6/1/20

$ 2,993

$ 3,294

6.15% 11/15/15

10,742

11,874

 

159,283

Thrifts & Mortgage Finance - 0.5%

Bank of America Corp.:

3.7% 9/1/15

6,185

6,173

5.65% 5/1/18

18,622

19,363

6.5% 8/1/16

6,800

7,600

First Niagara Financial Group, Inc. 6.75% 3/19/20

5,118

5,618

Independence Community Bank Corp. 2.353% 4/1/14 (l)

3,116

2,998

 

41,752

TOTAL FINANCIALS

855,137

HEALTH CARE - 0.1%

Health Care Providers & Services - 0.1%

Express Scripts, Inc.:

5.25% 6/15/12

5,308

5,663

6.25% 6/15/14

1,951

2,249

 

7,912

INDUSTRIALS - 0.6%

Aerospace & Defense - 0.0%

BAE Systems Holdings, Inc. 6.4% 12/15/11 (f)

521

551

Airlines - 0.5%

American Airlines, Inc. pass-thru trust certificates 6.978% 10/1/12

254

256

Continental Airlines, Inc.:

6.545% 8/2/20

1,541

1,564

6.795% 2/2/20

648

622

Delta Air Lines, Inc. pass-thru trust certificates:

6.821% 8/10/22

7,194

7,391

7.57% 11/18/10

13,914

14,053

U.S. Airways pass-thru trust certificates:

6.85% 7/30/19

3,440

3,256

8.36% 7/20/20

10,742

10,726

 

37,868

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

INDUSTRIALS - continued

Transportation Infrastructure - 0.1%

BNSF Funding Trust I 6.613% 12/15/55 (l)

$ 3,739

$ 3,664

TOTAL INDUSTRIALS

42,083

INFORMATION TECHNOLOGY - 0.1%

Electronic Equipment & Components - 0.1%

Tyco Electronics Group SA:

5.95% 1/15/14

5,883

6,582

6.55% 10/1/17

3,033

3,547

 

10,129

MATERIALS - 0.4%

Chemicals - 0.2%

Dow Chemical Co. 7.6% 5/15/14

16,321

19,028

Metals & Mining - 0.2%

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

5,241

5,781

Rio Tinto Finance (USA) Ltd. 5.875% 7/15/13

7,171

7,982

 

13,763

TOTAL MATERIALS

32,791

TELECOMMUNICATION SERVICES - 1.8%

Diversified Telecommunication Services - 1.3%

AT&T, Inc.:

6.3% 1/15/38

19,696

22,601

6.8% 5/15/36

10,394

12,526

BellSouth Capital Funding Corp. 7.875% 2/15/30

6,382

8,067

British Telecommunications PLC 9.375% 12/15/10 (d)

1,934

1,977

CenturyTel, Inc. 7.6% 9/15/39

4,874

4,749

Deutsche Telekom International Financial BV 5.875% 8/20/13

6,186

6,881

France Telecom SA 7.75% 3/1/11 (d)

2,706

2,801

Sprint Capital Corp.:

6.875% 11/15/28

6,238

5,209

7.625% 1/30/11

5,123

5,213

Telecom Italia Capital SA:

4.875% 10/1/10

3,277

3,288

4.95% 9/30/14

6,637

6,977

5.25% 10/1/15

3,019

3,214

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Telefonica Emisiones SAU:

5.855% 2/4/13

$ 1,612

$ 1,754

5.877% 7/15/19

2,416

2,741

6.221% 7/3/17

1,964

2,238

Verizon Communications, Inc. 6.1% 4/15/18

7,542

8,890

 

99,126

Wireless Telecommunication Services - 0.5%

DIRECTV Holdings LLC/DIRECTV Financing, Inc.:

4.75% 10/1/14

6,274

6,778

5.875% 10/1/19

7,883

8,849

6.35% 3/15/40

2,469

2,725

Sprint Nextel Corp. 6% 12/1/16

12,603

11,768

Vodafone Group PLC 5.5% 6/15/11

3,420

3,544

 

33,664

TOTAL TELECOMMUNICATION SERVICES

132,790

UTILITIES - 2.1%

Electric Utilities - 1.0%

Cleveland Electric Illuminating Co. 5.65% 12/15/13

6,779

7,401

Commonwealth Edison Co. 5.4% 12/15/11

8,675

9,145

EDP Finance BV 6% 2/2/18 (f)

14,961

14,983

Mid-American Energy Co. 5.65% 7/15/12

942

1,016

Oncor Electric Delivery Co. 6.375% 5/1/12

20,436

22,035

Pennsylvania Electric Co. 6.05% 9/1/17

6,168

6,983

PPL Capital Funding, Inc. 6.7% 3/30/67 (l)

9,216

8,640

Progress Energy, Inc. 6% 12/1/39

3,794

4,345

 

74,548

Gas Utilities - 0.1%

Southern Natural Gas Co. 5.9% 4/1/17 (f)

3,626

3,994

Texas Eastern Transmission Corp. 7.3% 12/1/10

3,228

3,278

 

7,272

Independent Power Producers & Energy Traders - 0.4%

Duke Capital LLC 5.668% 8/15/14

7,906

8,805

Exelon Generation Co. LLC 5.35% 1/15/14

6,631

7,297

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

UTILITIES - continued

Independent Power Producers & Energy Traders - continued

PPL Energy Supply LLC:

6.2% 5/15/16

$ 3,175

$ 3,608

6.5% 5/1/18

6,705

7,671

 

27,381

Multi-Utilities - 0.6%

Consolidated Edison Co. of New York, Inc.:

Series 2000 B, 7.5% 9/1/10

377

377

5.7% 6/15/40

2,520

2,879

7.5% 9/1/10

475

475

Dominion Resources, Inc.:

6.3% 9/30/66 (l)

2,051

1,928

7.5% 6/30/66 (l)

4,578

4,670

DTE Energy Co. 7.05% 6/1/11

3,168

3,308

KeySpan Corp. 7.625% 11/15/10

212

215

National Grid PLC 6.3% 8/1/16

8,354

9,794

NiSource Finance Corp.:

5.4% 7/15/14

1,746

1,909

5.45% 9/15/20

1,831

1,962

6.4% 3/15/18

5,675

6,517

7.875% 11/15/10

1,421

1,439

San Diego Gas & Electric Co. 4.5% 8/15/40

4,981

5,043

Wisconsin Energy Corp. 6.25% 5/15/67 (l)

9,628

9,098

 

49,614

TOTAL UTILITIES

158,815

TOTAL NONCONVERTIBLE BONDS

(Cost $1,495,099)

1,609,792

U.S. Government and Government Agency Obligations - 40.6%

 

U.S. Government Agency Obligations - 0.3%

Tennessee Valley Authority 5.25% 9/15/39

19,500

23,250

U.S. Treasury Inflation Protected Obligations - 4.1%

U.S. Treasury Inflation-Indexed Notes:

1.375% 1/15/20

254,253

265,847

2.125% 2/15/40

42,699

48,188

TOTAL U.S. TREASURY INFLATION PROTECTED OBLIGATIONS

314,035

U.S. Government and Government Agency Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Treasury Obligations - 36.2%

U.S. Treasury Bonds:

4.375% 11/15/39

$ 100,910

$ 116,488

4.375% 5/15/40

208,514

240,996

U.S. Treasury Notes:

0.75% 8/15/13 (e)

130,000

130,163

1.75% 4/15/13

908,660

935,077

2.375% 9/30/14

105,000

110,480

2.625% 7/31/14 (i)

712,335

756,689

2.75% 10/31/13 (i)

394,918

419,539

3.625% 2/15/20

50,380

55,465

TOTAL U.S. TREASURY OBLIGATIONS

2,764,897

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $2,958,072)

3,102,182

U.S. Government Agency - Mortgage Securities - 14.4%

 

Fannie Mae - 11.9%

2.593% 6/1/36 (l)

236

247

2.647% 5/1/35 (l)

10,259

10,782

2.949% 2/1/35 (l)

4,386

4,622

3.319% 9/1/35 (l)

4,237

4,424

3.378% 10/1/34 (l)

8,007

8,412

3.407% 10/1/37 (l)

12,373

12,942

3.5% 9/1/25 (g)(h)

4,000

4,147

3.5% 9/1/25 (g)(h)

4,000

4,147

3.5% 9/1/25 (g)

22,000

22,809

3.5% 10/1/25 (g)

4,000

4,130

3.5% 10/1/25 (g)

4,000

4,130

3.549% 8/1/35 (l)

1,361

1,417

4% 9/1/25 (g)

14,000

14,702

4% 9/1/25 (g)

20,000

21,003

4% 9/1/25 (g)

15,000

15,752

4% 8/1/39

7,844

8,133

4.248% 7/1/37 (l)

698

735

4.5% 6/1/25 to 8/1/40 (g)

70,484

74,258

4.5% 9/1/25 (g)

6,000

6,348

4.5% 9/1/40 (g)

12,900

13,548

4.5% 9/1/40 (g)

66,000

69,315

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Fannie Mae - continued

5% 4/1/18 to 6/1/40

$ 73,011

$ 78,116

5% 9/1/25 (g)(h)

3,000

3,190

5% 9/1/25 (g)

21,000

22,331

5% 8/1/40

380

404

5% 8/1/40

660

701

5% 9/1/40 (g)

26,000

27,611

5% 9/1/40 (g)

10,700

11,363

5% 9/1/40 (g)

38,000

40,354

5% 9/1/40

2,390

2,540

5% 9/1/40

600

638

5.5% 12/1/30 to 3/1/40

89,822

96,753

5.5% 9/1/40 (g)(h)

162,000

173,201

6% 7/1/21 to 9/1/39 (g)

64,524

70,315

6% 9/1/40 (g)(h)

3,000

3,230

6% 9/1/40 (g)

15,000

16,151

6.5% 5/1/31 to 9/1/38

16,395

18,158

6.5% 9/1/40 (g)

2,000

2,177

6.5% 9/1/40 (g)

32,000

34,835

TOTAL FANNIE MAE

908,071

Freddie Mac - 1.1%

2.601% 4/1/35 (l)

7,141

7,489

2.661% 4/1/35 (l)

8,897

9,351

2.77% 8/1/35 (l)

8,072

8,463

3.069% 1/1/36 (l)

2,595

2,730

3.141% 10/1/34 (l)

4,371

4,572

3.374% 7/1/35 (l)

2,593

2,688

4.5% 7/1/25 to 4/1/40

4,429

4,691

5% 9/1/39 to 6/1/40

8,746

9,396

5.416% 10/1/35 (l)

309

327

6% 7/1/37

250

271

6% 9/1/40 (g)

20,400

21,927

6.5% 10/1/37 to 1/1/39

12,975

14,108

TOTAL FREDDIE MAC

86,013

Ginnie Mae - 1.4%

4% 9/1/40 (g)

12,000

12,490

4% 9/1/40 (g)

16,000

16,669

4% 9/1/40 (g)

2,000

2,084

4% 9/1/40 (g)

1,800

1,875

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Ginnie Mae - continued

4.5% 3/15/39 to 4/15/40

$ 12,751

$ 13,580

4.5% 9/1/40 (g)

27,000

28,637

4.5% 9/1/40 (g)(h)

8,000

8,485

4.5% 10/1/40 (g)

8,000

8,456

5.5% 12/20/28 to 12/15/38

15,864

17,246

TOTAL GINNIE MAE

109,522

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $1,083,483)

1,103,606

Asset-Backed Securities - 2.0%

 

Accredited Mortgage Loan Trust Series 2005-1 Class M1, 0.7338% 4/25/35 (l)

1,444

829

ACE Securities Corp. Home Equity Loan Trust:

Series 2004-HE1:

Class M1, 1.0138% 3/25/34 (l)

94

90

Class M2, 1.9138% 3/25/34 (l)

275

179

Series 2005-HE2 Class M2, 0.7138% 4/25/35 (l)

154

137

Series 2006-HE2 Class M3, 0.6038% 5/25/36 (l)

16

1

Series 2006-OP1:

Class M4, 0.6338% 4/25/36 (l)

135

5

Class M5, 0.6538% 4/25/36 (l)

34

0 *

Advanta Business Card Master Trust:

Series 2006-A6 Class A6, 0.2963% 9/20/13 (l)

296

294

Series 2006-C1 Class C1, 0.7463% 10/20/14 (l)

82

15

Series 2007-A4 Class A4, 0.2963% 4/22/13 (l)

263

262

Series 2007-D1 Class D, 1.6663% 1/22/13 (f)(l)

6,136

0

Airspeed Ltd. Series 2007-1A Class C1, 2.7759% 6/15/32 (f)(l)

6,122

2,236

Ally Auto Receivables Trust Series 2009-A:

Class A3, 2.33% 6/17/13 (f)

2,720

2,776

Class A4, 3% 10/15/15 (f)

2,700

2,823

Ally Master Owner Trust:

Series 2010-1 Class A, 2.0259% 1/15/15 (f)(l)

13,880

14,147

Series 2010-2 Class A, 4.25% 4/15/17 (f)

8,030

8,471

Series 2010-3 Class A, 2.88% 4/15/15 (f)

6,200

6,368

AmeriCredit Automobile Receivables Trust Series 2005-DA Class A4, 5.02% 11/6/12

84

84

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

AmeriCredit Prime Automobile Receivables Trust:

Series 2007-1:

Class D, 5.62% 9/8/14

$ 812

$ 815

Class E, 6.96% 3/8/16 (f)

3,214

3,080

Series 2007-2M Class A3, 5.22% 6/8/12

34

34

Ameriquest Mortgage Securities, Inc. pass-thru certificates:

Series 2003-10 Class M1, 0.9638% 12/25/33 (l)

84

60

Series 2004-R2 Class M3, 0.8138% 4/25/34 (l)

122

13

Series 2005-R2 Class M1, 0.7138% 4/25/35 (l)

1,638

1,270

Argent Securities, Inc. pass-thru certificates:

Series 2003-W7 Class A2, 0.7188% 3/25/34 (l)

38

26

Series 2004-W7 Class M1, 0.8138% 5/25/34 (l)

1,012

458

Series 2006-W4 Class A2C, 0.4238% 5/25/36 (l)

1,152

397

Asset Backed Securities Corp. Home Equity Loan Trust:

Series 2004-HE2 Class M1, 1.0888% 4/25/34 (l)

2,117

1,272

Series 2006-HE2 Class M1, 0.6338% 3/25/36 (l)

149

11

Axon Financial Funding Ltd. 1.1336% 4/4/17 (c)(f)(l)

5,160

0 *

Bank of America Auto Trust:

Series 2009-1A Class A4, 3.52% 6/15/16 (f)

5,300

5,559

Series 2009-2A Class A3, 2.13% 9/15/13 (f)

4,300

4,356

Brazos Higher Education Authority, Inc. Student Loan Rev. Series 2006 A2R, 1.2883% 12/1/41 (l)

598

597

Brazos Higher Education Authority, Inc. Series 2006-2 Class A9, 0.5483% 12/26/24 (l)

1,740

1,653

C-BASS Trust Series 2006-CB7 Class A2, 0.3238% 10/25/36 (l)

205

202

Capital Auto Receivables Asset Trust:

Series 2006-2:

Class B, 5.07% 12/15/11

1,009

1,015

Class C, 5.31% 6/15/12

930

945

Series 2007-1 Class C, 5.38% 11/15/12

331

346

Capital Trust Ltd. Series 2004-1:

Class A2, 0.7163% 7/20/39 (f)(l)

363

73

Class B, 1.0163% 7/20/39 (f)(l)

355

18

Class C, 1.3663% 7/20/39 (f)(l)

456

9

CarMax Auto Owner Trust Series 2007-2 Class C, 5.61% 11/15/13

670

689

Carrington Mortgage Loan Trust:

Series 2006-FRE1 Class M1, 0.5638% 7/25/36 (l)

905

93

Series 2006-NC2 Class M7, 1.1138% 6/25/36 (l)

572

23

Series 2006-NC3 Class M10, 2.2638% 8/25/36 (f)(l)

855

40

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Carrington Mortgage Loan Trust: - continued

Series 2006-NC4 Class M1, 0.5638% 10/25/36 (l)

$ 127

$ 16

Series 2006-RFC1 Class M9, 2.1338% 5/25/36 (l)

251

15

Series 2007-RFC1 Class A3, 0.4038% 12/25/36 (l)

1,429

544

Cendant Timeshare Receivables Funding LLC:

Series 2005 1A Class 2A2, 0.4463% 5/20/17 (f)(l)

115

103

Series 2005-1A Class A1, 4.67% 5/20/17 (f)

259

262

Citigroup Mortgage Loan Trust Series 2007-AMC4 Class M1, 0.5338% 5/25/37 (l)

607

27

Countrywide Asset-Backed Certificates Trust:

Series 2007-11 Class 2A1, 0.3238% 6/25/47 (l)

58

56

Series 2007-4 Class A1A, 0.4488% 9/25/37 (l)

362

337

Countrywide Home Loan Trust Series 2006-13 Class N, 7% 8/25/37 (f)

1,666

0

Countrywide Home Loans, Inc.:

Series 2003-BC1 Class B1, 5.5972% 3/25/32 (l)

76

32

Series 2004-3 Class M4, 1.2338% 4/25/34 (l)

126

46

Series 2004-4 Class M2, 1.0588% 6/25/34 (l)

467

245

Series 2005-3 Class MV1, 0.6838% 8/25/35 (l)

966

909

Series 2005-AB1 Class A2, 0.4738% 8/25/35 (l)

146

143

CPS Auto Receivables Trust:

Series 2006-D Class A4, 5.115% 8/15/13 (f)

431

438

Series 2007-C Class A3, 5.43% 5/15/12 (f)

36

36

DB Master Finance LLC Series 2006-1 Class M1, 8.285% 6/20/31 (f)

3,272

3,047

Fannie Mae subordinate REMIC pass-thru certificates Series 2004-T5 Class AB3, 0.7759% 5/28/35 (l)

31

23

Fieldstone Mortgage Investment Corp.:

Series 2004-3 Class M5, 2.4388% 8/25/34 (l)

231

105

Series 2006-3 Class 2A3, 0.4238% 11/25/36 (l)

4,467

1,601

First Franklin Mortgage Loan Trust:

Series 2004-FF2 Class M3, 1.0888% 3/25/34 (l)

18

5

Series 2005-FF9 Class A3, 0.5438% 10/25/35 (l)

2,714

2,540

Ford Credit Auto Owner Trust:

Series 2006-B Class D, 7.26% 2/15/13 (f)

3,428

3,525

Series 2006-C:

Class B, 5.3% 6/15/12

409

423

Class D, 6.89% 5/15/13 (f)

2,428

2,523

Series 2007-A Class D, 7.05% 12/15/13 (f)

1,378

1,458

Series 2009-D:

Class A3, 2.17% 10/15/13

3,400

3,451

Class A4, 2.98% 8/15/14

3,000

3,129

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Ford Credit Floorplan Master Owner Trust:

Series 2006-4 Class B, 0.8259% 6/15/13 (l)

$ 612

$ 603

Series 2010-1 Class A, 1.9259% 12/15/14 (f)(l)

12,300

12,570

Franklin Auto Trust:

Series 2006-1 Class B, 5.14% 7/21/14

41

41

Series 2007-1:

Class A4, 5.03% 2/16/15

278

278

Class C, 5.43% 2/16/15

350

345

Fremont Home Loan Trust:

Series 2005-A:

Class M3, 0.7538% 1/25/35 (l)

752

261

Class M4, 0.9438% 1/25/35 (l)

289

32

Series 2006-D Class M1, 0.4938% 11/25/36 (l)

184

6

GCO Education Loan Funding Master Trust II Series 2007-1A Class C1L, 0.6975% 2/25/47 (f)(l)

2,174

1,484

GCO Slims Trust Series 2006-1A, 5.72% 3/1/22 (f)

1,530

1,224

GE Business Loan Trust:

Series 2003-1 Class A, 0.7059% 4/15/31 (f)(l)

218

192

Series 2006-2A:

Class A, 0.4559% 11/15/34 (f)(l)

1,541

1,240

Class B, 0.5559% 11/15/34 (f)(l)

558

335

Class C, 0.6559% 11/15/34 (f)(l)

924

370

Class D, 1.0259% 11/15/34 (f)(l)

352

85

GE Equipment Midticket LLC Series 2006-1 Class B, 0.4259% 9/15/17 (l)

751

740

Goal Capital Funding Trust Series 2007-1 Class C1, 0.9383% 6/25/42 (l)

421

340

GS Auto Loan Trust Series 2007-1:

Class B, 5.53% 12/15/14

31

32

Class C, 5.74% 12/15/14

66

67

GSAMP Trust:

Series 2004-AR1:

Class B4, 5% 6/25/34 (f)(l)

369

89

Class M1, 0.9138% 6/25/34 (l)

2,042

1,267

Series 2007-HE1 Class M1, 0.5138% 3/25/47 (l)

827

50

GSR Mortgage Loan Trust Series 2006-FM1 Class M3, 0.6138% 4/25/36 (l)

161

4

Guggenheim Structured Real Estate Funding Ltd.:

Series 2005-1 Class C, 1.3438% 5/25/30 (f)(l)

518

135

Series 2006-3:

Class B, 0.6638% 9/25/46 (f)(l)

519

104

Class C, 0.8138% 9/25/46 (f)(l)

1,211

182

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Home Equity Asset Trust:

Series 2003-2 Class M1, 1.5838% 8/25/33 (l)

$ 261

$ 166

Series 2003-3 Class M1, 1.5538% 8/25/33 (l)

644

446

Series 2003-5 Class A2, 0.9638% 12/25/33 (l)

26

15

Series 2005-5 Class 2A2, 0.5138% 11/25/35 (l)

118

116

Series 2006-1 Class 2A3, 0.4888% 4/25/36 (l)

1,328

1,279

Series 2006-8 Class 2A1, 0.3138% 3/25/37 (l)

6

5

HSBC Home Equity Loan Trust Series 2006-2 Class M2, 0.5563% 3/20/36 (l)

638

488

HSI Asset Securitization Corp. Trust Series 2007-HE1 Class 2A3, 0.4538% 1/25/37 (l)

1,144

355

Hyundai Auto Receivable Trust Series 2009-A Class A3, 2.03% 8/15/13

3,440

3,493

JPMorgan Mortgage Acquisition Trust:

Series 2006-NC2 Class M2, 0.5638% 7/25/36 (l)

116

5

Series 2007-CH1:

Class AV4, 0.3938% 11/25/36 (l)

1,144

870

Class MV1, 0.4938% 11/25/36 (l)

928

519

Series 2007-CH3 Class M1, 0.5638% 3/25/37 (l)

326

18

Keycorp Student Loan Trust:

Series 1999-A Class A2, 0.8672% 12/27/29 (l)

661

550

Series 2006-A Class 2C, 1.6872% 3/27/42 (l)

2,011

310

Long Beach Auto Receivables Trust Series 2007-A Class A4, 5.025% 1/15/14

1,585

1,613

Long Beach Mortgage Loan Trust Series 2004-2 Class M2, 1.3438% 6/25/34 (l)

125

85

Marriott Vacation Club Owner Trust Series 2006-2A:

Class B, 5.442% 10/20/28 (f)

17

16

Class C, 5.691% 10/20/28 (f)

8

6

Class D, 6.01% 10/20/28 (f)

91

72

MASTR Asset Backed Securities Trust:

Series 2006-AM3 Class M1, 0.5238% 10/25/36 (l)

410

25

Series 2007-HE1 Class M1, 0.5638% 5/25/37 (l)

622

34

Meritage Mortgage Loan Trust Series 2004-1 Class M1, 1.0138% 7/25/34 (l)

110

47

Merrill Auto Trust Securitization Series 2007-1 Class B, 5.79% 12/15/13

122

124

Merrill Lynch Mortgage Investors Trust:

Series 2003-OPT1 Class M1, 0.9138% 7/25/34 (l)

408

314

Series 2006-FM1 Class A2B, 0.3738% 4/25/37 (l)

1,690

1,465

Series 2006-MLN1 Class A2A, 0.3338% 7/25/37 (l)

15

14

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Merrill Lynch Mortgage Investors Trust: - continued

Series 2006-OPT1 Class A1A, 0.5238% 6/25/35 (l)

$ 2,232

$ 1,575

Morgan Stanley ABS Capital I Trust:

Series 2004-HE6 Class A2, 0.6038% 8/25/34 (l)

45

30

Series 2004-NC8 Class M6, 1.5138% 9/25/34 (l)

133

65

Series 2005-NC1 Class M1, 0.7038% 1/25/35 (l)

317

163

Series 2005-NC2 Class B1, 1.4338% 3/25/35 (l)

331

39

Series 2007-HE2 Class M1, 0.5138% 1/25/37 (l)

150

4

National Collegiate Student Loan Trust:

Series 2004-2 Class AIO, 9.75% 10/25/14 (n)

2,736

391

Series 2006-1 Class AIO, 5.5% 4/25/11 (n)

235

6

Series 2006-2 Class AIO, 6% 8/25/11 (n)

132

6

Series 2006-3 Class AIO, 7.1% 1/25/12 (n)

212

16

Series 2006-4:

Class A1, 0.2938% 3/25/25 (l)

350

345

Class AIO, 6.35% 2/27/12 (n)

673

57

Class D, 1.3638% 5/25/32 (l)

1,537

22

Series 2007-1 Class AIO, 7.27% 4/25/12 (n)

905

97

Series 2007-2 Class AIO, 6.7% 7/25/12 (n)

769

90

New Century Home Equity Loan Trust:

Series 2005-4 Class M2, 0.7738% 9/25/35 (l)

1,132

466

Series 2005-D Class M2, 0.7338% 2/25/36 (l)

538

69

Nomura Home Equity Loan Trust Series 2006-HE2 Class A2, 0.3838% 3/25/36 (l)

30

30

Ocala Funding LLC Series 2006-1A Class A, 1.6663% 3/20/11 (c)(f)(l)

933

345

Option One Mortgage Loan Trust:

Series 2007-5 Class 2A1, 0.3538% 5/25/37 (l)

67

65

Series 2007-6 Class 2A1, 0.3238% 7/25/37 (l)

125

120

Park Place Securities, Inc.:

Series 2004-WCW1:

Class M3, 1.5138% 9/25/34 (l)

422

182

Class M4, 1.7138% 9/25/34 (l)

542

86

Series 2005-WCH1:

Class M2, 0.7838% 1/25/36 (l)

1,624

1,374

Class M3, 0.8238% 1/25/36 (l)

379

243

Class M4, 1.0938% 1/25/36 (l)

1,171

368

Series 2005-WHQ2:

Class M7, 1.5138% 5/25/35 (l)

1,440

21

Class M9, 2.1438% 5/25/35 (l)

231

1

Providian Master Note Trust Series 2006-C1A Class C1, 0.8259% 3/15/15 (f)(l)

2,416

2,406

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Residential Asset Mortgage Products, Inc. Series 2006-EFC2 Class M1, 0.4938% 12/25/36 (l)

$ 407

$ 16

Residential Asset Securities Corp. Series 2007-KS2 Class AI1, 0.3338% 2/25/37 (l)

81

79

Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 1.0638% 4/25/33 (l)

4

3

Saxon Asset Securities Trust Series 2004-1 Class M1, 1.0588% 3/25/35 (l)

1,326

870

Securitized Asset Backed Receivables LLC Trust:

Series 2005-FR4 Class B3, 1.9838% 1/25/36 (l)

54

2

Series 2006-FR4 Class A2A, 0.3438% 8/25/36 (l)

28

13

Series 2007-NC1 Class A2A, 0.3138% 12/25/36 (l)

11

11

Sierra Receivables Funding Co. Series 2007-1A Class A2, 0.4881% 3/20/19 (f)(l)

646

602

SLM Private Credit Student Loan Trust Series 2004-A Class C, 1.4871% 6/15/33 (l)

1,009

61

Specialty Underwriting & Residential Finance Trust Series 2006-AB2 Class N1, 5.75% 6/25/37 (f)

374

0

Structured Asset Investment Loan Trust Series 2004-8 Class M5, 1.4138% 9/25/34 (l)

59

14

Structured Asset Securities Corp. Mortgage Loan Trust Series 2007-OSI Class A2, 0.3538% 6/25/37 (l)

2,040

1,691

SVO VOI Mortgage Corp. Series 2006-AA Class A, 5.28% 2/20/24 (f)

576

579

Swift Master Auto Receivables Trust Series 2007-2 Class A, 0.9259% 10/15/12 (l)

1,632

1,630

Terwin Mortgage Trust Series 2003-4HE Class A1, 1.1238% 9/25/34 (l)

23

14

Trapeza CDO XII Ltd./Trapeza CDO XII, Inc. Series 2007-12A Class B, 1.0936% 4/6/42 (f)(l)

1,705

85

Triad Auto Receivables Owner Trust Series 2006-C Class A4, 5.31% 5/13/13

475

486

Wachovia Auto Loan Owner Trust:

Series 2006-1 Class A4, 5.08% 4/20/12 (f)

55

56

Series 2006-2A:

Class B, 5.29% 6/20/12 (f)

219

220

Class D, 5.54% 12/20/12 (f)

332

337

Class E, 7.05% 5/20/14 (f)

3,929

4,001

WaMu Asset Holdings Corp. Series 2006-8 Class N1, 6.048% 10/25/46 (f)

704

0

WaMu Master Note Trust:

Series 2006-C2A Class C2, 0.7759% 8/15/15 (f)(l)

6,423

6,365

Series 2007-A4A Class A4, 5.2% 10/15/14 (f)

6,931

6,968

Series 2007-A5A Class A5, 1.0259% 10/15/14 (f)(l)

1,020

1,020

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Wells Fargo Home Equity Trust Series 2004-3 Class A, 4.5% 11/27/34 (a)(f)

$ 6

$ 0

Whinstone Capital Management Ltd. Series 1A Class B3, 2.2978% 10/25/44 (f)(l)

1,419

468

TOTAL ASSET-BACKED SECURITIES

(Cost $156,032)

155,609

Collateralized Mortgage Obligations - 1.3%

 

Private Sponsor - 1.3%

Arran Residential Mortgages Funding No. 1 PLC floater Series 2006-1A Class DB, 0.9575% 4/12/56 (f)(l)

1,133

680

Banc of America Commercial Mortgage Trust Series 2007-2:

Class B, 5.6987% 4/10/49 (l)

1,123

272

Class C, 5.6987% 4/10/49 (l)

2,997

505

Class D, 5.6987% 4/10/49 (l)

1,500

223

Banc of America Funding Corp. sequential payer Series 2010-R4 Class 2A1, 4.5% 3/26/37 (f)

5,934

6,020

Banc of America Mortgage Securities, Inc.:

Series 2003-L Class 2A1, 3.6145% 1/25/34 (l)

1,217

1,089

Series 2004-1 Class 2A2, 3.6636% 10/25/34 (l)

1,303

1,159

Series 2004-A Class 2A2, 3.5151% 2/25/34 (l)

166

146

Series 2004-B:

Class 1A1, 2.9237% 3/25/34 (l)

96

84

Class 2A2, 3.0586% 3/25/34 (l)

765

698

Series 2004-D Class 2A2, 2.9566% 5/25/34 (l)

1,162

1,081

Series 2004-G Class 2A7, 3.195% 8/25/34 (l)

1,030

896

Series 2004-H Class 2A1, 3.7091% 9/25/34 (l)

940

822

Bayview Commercial Asset Trust Series 2006-3A Class IO, 2.3908% 10/25/36 (f)(l)(n)

35,279

2,752

Bear Stearns ALT-A Trust floater Series 2005-1 Class A1, 0.5438% 1/25/35 (l)

1,828

1,437

Bear Stearns Commercial Mortgage Securities Trust Series 2006-T24 Class X2, 0.4276% 10/12/41 (f)(l)(n)

2,579

29

Chase Mortgage Finance Trust:

Series 2007-A1 Class 1A5, 3.2363% 2/25/37 (l)

1,136

1,088

Series 2007-A2 Class 2A1, 3.4095% 7/25/37 (l)

1,342

1,281

Citigroup Commercial Mortgage Trust Series 2008-C7 Class A2B, 6.0914% 12/10/49 (l)

1,372

1,465

Citigroup Mortgage Loan Trust Series 2004-UST1:

Class A3, 2.7498% 8/25/34 (l)

1,062

988

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

Private Sponsor - continued

Citigroup Mortgage Loan Trust Series 2004-UST1: - continued

Class A4, 2.489% 8/25/34 (l)

$ 937

$ 889

Cobalt CMBS Commercial Mortgage Trust Series 2007-C2 Class B, 5.617% 4/15/47 (l)

1,533

307

COMM pass-thru certificates floater Series 2001-J2A Class A2F, 0.7759% 7/16/34 (f)(l)

1,372

1,338

Countrywide Alternative Loan Trust planned amortization class Series 2003-5T2 Class A2, 0.6638% 5/25/33 (l)

11

11

Credit Suisse First Boston Mortgage Securities Corp. floater Series 2007-AR7 Class 2A1, 2.8818% 11/25/34 (l)

1,343

1,295

DSLA Mortgage Loan Trust Series 2006-AR2 Class 2AB1, 0.3566% 11/19/37 (l)

45

44

First Horizon Mortgage pass-thru Trust Series 2004-AR5 Class 2A1, 2.9962% 10/25/34 (l)

1,178

1,117

Fosse Master Issuer PLC floater Series 2006-1A:

Class B2, 0.6847% 10/18/54 (f)(l)

2,627

2,570

Class C2, 0.9947% 10/18/54 (f)(l)

881

851

Class M2, 0.7747% 10/18/54 (f)(l)

1,509

1,454

Gracechurch Mortgage Financing PLC floater Series 2006-1 Class D2, 0.8155% 11/20/56 (f)(l)

2,144

2,025

Gracechurch Mortgage Funding PLC floater Series 1A Class DB, 0.9975% 10/11/41 (f)(l)

2,469

2,432

Granite Master Issuer PLC floater:

Series 2005-4 Class C2, 0.8163% 12/20/54 (l)

117

51

Series 2006-1A Class C2, 0.8663% 12/20/54 (f)(l)

5,059

2,226

Series 2006-2 Class C1, 0.7363% 12/20/54 (l)

4,271

1,901

Series 2006-3 Class C2, 0.7663% 12/20/54 (l)

890

402

Series 2006-4:

Class B1, 0.3563% 12/20/54 (l)

3,376

2,515

Class C1, 0.6463% 12/20/54 (l)

2,064

908

Class M1, 0.4363% 12/20/54 (l)

889

573

Series 2007-1:

Class 1C1, 0.5663% 12/20/54 (l)

1,688

751

Class 1M1, 0.4163% 12/20/54 (l)

1,120

717

Class 2C1, 0.6963% 12/20/54 (l)

768

342

Class 2M1, 0.5163% 12/20/54 (l)

1,438

920

Series 2007-2 Class 2C1, 0.7019% 12/17/54 (l)

1,992

867

Granite Mortgages PLC floater Series 2003-3 Class 1C, 2.9713% 1/20/44 (l)

341

188

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

Private Sponsor - continued

GSR Mortgage Loan Trust Series 2007-AR2 Class 2A1, 3.1041% 4/25/35 (l)

$ 481

$ 414

Harborview Mortgage Loan Trust floater Series 2005-2 Class 2A1A, 0.4866% 5/19/35 (l)

305

192

JPMorgan Chase Commercial Mortgage Securities Trust Series 2007-CB18 Class A3, 5.447% 6/12/47 (l)

2,602

2,776

JPMorgan Mortgage Trust:

sequential payer Series 2006-A5 Class 3A5, 5.9219% 8/25/36 (l)

1,633

1,388

Series 2004-A3 Class 4A1, 4.2862% 7/25/34 (l)

1,448

1,404

Series 2006-A2 Class 5A1, 3.3347% 11/25/33 (l)

1,319

1,236

LB-UBS Commercial Mortgage Trust sequential payer Series 2006-C6 Class A4, 5.372% 9/15/39

617

665

MASTR Adjustable Rate Mortgages Trust Series 2007-3 Class 22A2, 0.4738% 5/25/47 (l)

896

562

MASTR Asset Backed Securities Trust Series 2006-NC3 Class M1, 0.4938% 10/25/36 (l)

311

1

Merrill Lynch Alternative Note Asset Trust floater Series 2007-OAR1 Class A1, 0.4338% 2/25/37 (l)

1,450

967

Merrill Lynch Floating Trust floater Series 2006-1:

Class B, 0.446% 6/15/22 (f)(l)

190

163

Class C, 0.466% 6/15/22 (f)(l)

1,173

997

Class D, 0.476% 6/15/22 (f)(l)

452

375

Class E, 0.486% 6/15/22 (f)(l)

722

548

Class F, 0.516% 6/15/22 (f)(l)

1,196

849

Class G, 0.586% 6/15/22 (f)(l)

271

184

Class H, 0.606% 6/15/22 (f)(l)

542

341

Class J, 0.646% 6/15/22 (f)(l)

633

335

Merrill Lynch Mortgage Investors Trust:

Series 2004-A4 Class A1, 2.8028% 8/25/34 (l)

1,512

1,435

Series 2005-A2 Class A7, 2.8016% 2/25/35 (l)

1,191

1,097

Series 2006-A6 Class A4, 3.5975% 10/25/33 (l)

1,018

911

Opteum Mortgage Acceptance Corp. floater Series 2005-3 Class APT, 0.5538% 7/25/35 (l)

1,957

1,543

Option One Mortgage Loan Trust floater Series 2007-CP1 Class M1, 0.5638% 3/25/37 (l)

2,252

155

Provident Funding Mortgage Loan Trust Series 2005-2 Class 3A, 2.9% 10/25/35 (l)

3,440

2,907

RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B:

Class B5, 2.6434% 7/10/35 (f)(l)

1,348

750

Class B6, 3.1434% 7/10/35 (f)(l)

1,787

873

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

Private Sponsor - continued

Residential Asset Mortgage Products, Inc. sequential payer:

Series 2003-SL1 Class A31, 7.125% 4/25/31

$ 680

$ 688

Series 2004-SL3 Class A1, 7% 8/25/16

44

43

Residential Funding Securities Corp. floater Series 2003-RP2 Class A1, 0.7138% 6/25/33 (f)(l)

337

267

Salomon Brothers Mortgage Securities VII, Inc. Series 2006-C2 Class H, 6.308% 7/18/33 (f)

194

194

Sequoia Mortgage Trust floater Series 2004-6 Class A3B, 1.1948% 7/20/34 (l)

32

17

Structured Asset Securities Corp.:

Series 2003-15A Class 4A, 5.3532% 4/25/33 (l)

450

436

Series 2003-20 Class 1A1, 5.5% 7/25/33

401

410

TBW Mortgage-Backed pass-thru certificates floater Series 2006-4 Class A3, 0.5288% 9/25/36 (l)

2,597

1,482

WaMu Mortgage pass-thru certificates:

Series 2003-AR8 Class A, 2.8215% 8/25/33 (l)

764

727

Series 2005-AR3 Class A2, 2.727% 3/25/35 (l)

2,000

1,752

Wells Fargo Mortgage Backed Securities Trust:

Series 2004-W Class A9, 2.9891% 11/25/34 (l)

2,188

2,089

Series 2005-AR12 Class 2A6, 2.9082% 7/25/35 (l)

2,594

2,414

Series 2005-AR2 Class 2A2, 2.8765% 3/25/35 (l)

1,761

1,630

Series 2005-AR3 Class 2A1, 2.9468% 3/25/35 (l)

1,473

1,329

Series 2006-AR8 Class 3A1, 5.2162% 4/25/36 (l)

15,165

13,660

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $86,503)

99,615

Commercial Mortgage Securities - 6.8%

 

Asset Securitization Corp. Series 1997-D5:

Class A2, 6.8128% 2/14/43 (l)

1,009

1,097

Class A3, 6.8628% 2/14/43 (l)

1,089

1,182

Class A6, 7.1828% 2/14/43 (l)

1,605

1,716

Class PS1, 1.387% 2/14/43 (l)(n)

4,219

124

Banc of America Commercial Mortgage Trust:

sequential payer:

Series 2006-2 Class AAB, 5.7202% 5/10/45 (l)

1,602

1,724

Series 2006-3 Class A4, 5.889% 7/10/44 (l)

8,540

9,087

Series 2006-4 Class A1, 5.363% 7/10/46 (l)

83

83

Series 2006-5 Class A1, 5.185% 9/10/47

37

37

Series 2006-6 Class A3, 5.369% 10/10/45

2,744

2,862

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Banc of America Commercial Mortgage Trust: - continued

sequential payer:

Series 2007-2 Class A1, 5.421% 4/10/49

$ 113

$ 117

Series 2007-4 Class A3, 5.811% 2/10/51 (l)

1,368

1,474

Series 2006-6 Class E, 5.619% 10/10/45 (f)

793

145

Series 2007-3:

Class A3, 5.6578% 6/10/49 (l)

2,291

2,455

Class A4, 5.6578% 6/10/49 (l)

2,860

2,878

Banc of America Commercial Mortgage, Inc.:

sequential payer:

Series 2001-1 Class A4, 5.451% 1/15/49

3,005

3,130

Series 2004-2:

Class A3, 4.05% 11/10/38

1,513

1,533

Class A4, 4.153% 11/10/38

1,740

1,799

Series 2004-4 Class A3, 4.128% 7/10/42

86

86

Series 2005-1 Class A3, 4.877% 11/10/42

2,262

2,273

Series 2006-1 Class A1, 5.219% 9/10/45 (l)

278

279

Series 2001-3 Class H, 6.562% 4/11/37 (f)

767

759

Series 2001-PB1:

Class J, 7.166% 5/11/35 (f)

343

330

Class K, 6.15% 5/11/35 (f)

638

575

Series 2003-2 Class XP, 0.307% 3/11/41 (f)(l)(n)

9,253

6

Series 2005-3 Series A3B, 5.09% 7/10/43 (l)

4,262

4,555

Series 2005-6 Class A3, 5.1778% 9/10/47 (l)

2,470

2,552

Series 2007-1 Class B, 5.543% 1/15/49

826

271

Banc of America Large Loan, Inc. floater:

Series 2005-MIB1:

Class C, 0.5859% 3/15/22 (f)(l)

589

483

Class D, 0.6359% 3/15/22 (f)(l)

597

466

Class E, 0.6759% 3/15/22 (f)(l)

493

370

Class F, 0.7459% 3/15/22 (f)(l)

489

342

Class G, 0.8059% 3/15/22 (f)(l)

317

206

Series 2006-BIX1:

Class C, 0.4559% 10/15/19 (f)(l)

882

732

Class D, 0.4859% 10/15/19 (f)(l)

1,077

905

Class E, 0.5159% 10/15/19 (f)(l)

998

827

Class F, 0.5859% 10/15/19 (f)(l)

2,362

1,899

Class G, 0.6059% 10/15/19 (f)(l)

951

663

Bayview Commercial Asset Trust:

floater:

Series 2003-2 Class M1, 1.1138% 12/25/33 (f)(l)

65

38

Series 2004-1:

Class A, 0.6238% 4/25/34 (f)(l)

1,071

846

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Bayview Commercial Asset Trust: - continued

floater:

Series 2004-1:

Class B, 2.1638% 4/25/34 (f)(l)

$ 120

$ 60

Class M1, 0.8238% 4/25/34 (f)(l)

96

66

Class M2, 1.4638% 4/25/34 (f)(l)

89

51

Series 2004-2:

Class A, 0.6938% 8/25/34 (f)(l)

837

662

Class M1, 0.8438% 8/25/34 (f)(l)

152

96

Series 2004-3:

Class A1, 0.6338% 1/25/35 (f)(l)

1,873

1,461

Class A2, 0.6838% 1/25/35 (f)(l)

269

175

Class M1, 0.7638% 1/25/35 (f)(l)

323

209

Class M2, 1.2638% 1/25/35 (f)(l)

163

101

Series 2005-2A:

Class A1, 0.5738% 8/25/35 (f)(l)

1,484

1,107

Class M1, 0.6938% 8/25/35 (f)(l)

78

45

Class M2, 0.7438% 8/25/35 (f)(l)

129

71

Class M3, 0.7638% 8/25/35 (f)(l)

71

36

Class M4, 0.8738% 8/25/35 (f)(l)

65

31

Series 2005-3A:

Class A1, 0.5838% 11/25/35 (f)(l)

575

428

Class A2, 0.6638% 11/25/35 (f)(l)

537

347

Class M1, 0.7038% 11/25/35 (f)(l)

115

59

Class M2, 0.7538% 11/25/35 (f)(l)

87

41

Class M3, 0.7738% 11/25/35 (f)(l)

77

35

Class M4, 0.8638% 11/25/35 (f)(l)

97

41

Series 2005-4A:

Class A2, 0.6538% 1/25/36 (f)(l)

1,335

854

Class B1, 1.6638% 1/25/36 (f)(l)

116

38

Class M1, 0.7138% 1/25/36 (f)(l)

431

224

Class M2, 0.7338% 1/25/36 (f)(l)

129

63

Class M3, 0.7638% 1/25/36 (f)(l)

189

87

Class M4, 0.8738% 1/25/36 (f)(l)

104

42

Class M5, 0.9138% 1/25/36 (f)(l)

104

40

Class M6, 0.9638% 1/25/36 (f)(l)

111

40

Series 2006-1:

Class A2, 0.6238% 4/25/36 (f)(l)

203

136

Class M1, 0.6438% 4/25/36 (f)(l)

123

62

Class M2, 0.6638% 4/25/36 (f)(l)

130

63

Class M3, 0.6838% 4/25/36 (f)(l)

112

49

Class M4, 0.7838% 4/25/36 (f)(l)

64

24

Class M5, 0.8238% 4/25/36 (f)(l)

62

24

Class M6, 0.9038% 4/25/36 (f)(l)

123

47

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Bayview Commercial Asset Trust: - continued

floater:

Series 2006-2A:

Class A1, 0.4938% 7/25/36 (f)(l)

$ 3,540

$ 2,735

Class A2, 0.5438% 7/25/36 (f)(l)

183

124

Class B1, 1.1338% 7/25/36 (f)(l)

116

30

Class B3, 2.9638% 7/25/36 (f)(l)

103

19

Class M1, 0.5738% 7/25/36 (f)(l)

192

91

Class M2, 0.5938% 7/25/36 (f)(l)

135

62

Class M3, 0.6138% 7/25/36 (f)(l)

112

46

Class M4, 0.6838% 7/25/36 (f)(l)

128

51

Class M5, 0.7338% 7/25/36 (f)(l)

93

33

Class M6, 0.8038% 7/25/36 (f)(l)

139

43

Series 2006-3A:

Class B1, 1.0638% 10/25/36 (f)(l)

121

24

Class B2, 1.6138% 10/25/36 (f)(l)

149

26

Class B3, 2.8638% 10/25/36 (f)(l)

143

23

Class M4, 0.6938% 10/25/36 (f)(l)

134

43

Class M5, 0.7438% 10/25/36 (f)(l)

161

45

Class M6, 0.8238% 10/25/36 (f)(l)

315

76

Series 2006-4A:

Class A1, 0.4938% 12/25/36 (f)(l)

664

493

Class A2, 0.5338% 12/25/36 (f)(l)

3,366

2,140

Class B1, 0.9638% 12/25/36 (f)(l)

167

40

Class B2, 1.5138% 12/25/36 (f)(l)

171

33

Class B3, 2.7138% 12/25/36 (f)(l)

179

20

Class M1, 0.5538% 12/25/36 (f)(l)

216

101

Class M2, 0.5738% 12/25/36 (f)(l)

144

62

Class M3, 0.6038% 12/25/36 (f)(l)

146

57

Class M4, 0.6638% 12/25/36 (f)(l)

175

62

Class M5, 0.7038% 12/25/36 (f)(l)

160

54

Class M6, 0.7838% 12/25/36 (f)(l)

144

46

Series 2007-1:

Class A2, 0.5338% 3/25/37 (f)(l)

728

459

Class B1, 0.9338% 3/25/37 (f)(l)

231

51

Class B2, 1.4138% 3/25/37 (f)(l)

168

31

Class B3, 3.6138% 3/25/37 (f)(l)

459

69

Class M1, 0.5338% 3/25/37 (f)(l)

204

92

Class M2, 0.5538% 3/25/37 (f)(l)

152

59

Class M3, 0.5838% 3/25/37 (f)(l)

202

71

Class M4, 0.6338% 3/25/37 (f)(l)

164

53

Class M5, 0.6838% 3/25/37 (f)(l)

171

49

Class M6, 0.7638% 3/25/37 (f)(l)

237

58

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Bayview Commercial Asset Trust: - continued

floater:

Series 2007-2A:

Class A1, 0.5338% 7/25/37 (f)(l)

$ 1,812

$ 1,268

Class A2, 0.5838% 7/25/37 (f)(l)

1,696

882

Class B1, 1.8638% 7/25/37 (f)(l)

508

76

Class B2, 2.5138% 7/25/37 (f)(l)

443

66

Class B3, 3.6138% 7/25/37 (f)(l)

497

65

Class M1, 0.6338% 7/25/37 (f)(l)

578

220

Class M2, 0.6738% 7/25/37 (f)(l)

301

90

Class M3, 0.7538% 7/25/37 (f)(l)

305

70

Class M4, 0.9138% 7/25/37 (f)(l)

634

127

Class M5, 1.0138% 7/25/37 (f)(l)

559

95

Class M6, 1.2638% 7/25/37 (f)(l)

711

110

Series 2007-3:

Class A2, 0.5538% 7/25/37 (f)(l)

725

443

Class B1, 1.2138% 7/25/37 (f)(l)

438

99

Class B2, 1.8638% 7/25/37 (f)(l)

1,125

246

Class B3, 4.2638% 7/25/37 (f)(l)

584

120

Class M1, 0.5738% 7/25/37 (f)(l)

385

173

Class M2, 0.6038% 7/25/37 (f)(l)

411

152

Class M3, 0.6338% 7/25/37 (f)(l)

661

213

Class M4, 0.7638% 7/25/37 (f)(l)

1,041

313

Class M5, 0.8638% 7/25/37 (f)(l)

528

149

Class M6, 1.0638% 7/25/37 (f)(l)

401

96

Series 2007-4A:

Class B1, 2.8138% 9/25/37 (f)(l)

247

25

Class B2, 3.7138% 9/25/37 (f)(l)

894

80

Class M1, 1.2138% 9/25/37 (f)(l)

238

64

Class M2, 1.3138% 9/25/37 (f)(l)

238

55

Class M4, 1.8638% 9/25/37 (f)(l)

606

109

Class M5, 2.0138% 9/25/37 (f)(l)

606

91

Class M6, 2.2138% 9/25/37 (f)(l)

607

73

Series 2004-1 Class IO, 1.25% 4/25/34 (f)(n)

3,393

114

Series 2007-5A Class IO, 3.047% 10/25/37 (f)(l)(n)

7,729

835

Bear Stearns Commercial Mortgage Securities Trust:

floater:

Series 2006-BBA7:

Class G, 0.7159% 3/15/19 (f)(l)

639

467

Class H, 0.9259% 3/15/19 (f)(l)

429

241

Class J, 1.1259% 3/15/19 (f)(l)

323

174

Series 2007-BBA8:

Class D, 0.5259% 3/15/22 (f)(l)

489

284

Class E, 0.5759% 3/15/22 (f)(l)

2,544

1,399

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Bear Stearns Commercial Mortgage Securities Trust: - continued

floater:

Series 2007-BBA8:

Class F, 0.6259% 3/15/22 (f)(l)

$ 1,561

$ 796

Class G, 0.6759% 3/15/22 (f)(l)

401

193

Class H, 0.8259% 3/15/22 (f)(l)

489

196

Class J, 0.9759% 3/15/22 (f)(l)

489

156

sequential payer:

Series 2003-PWR2 Class A3, 4.834% 5/11/39

484

492

Series 2004-PWR3 Class A3, 4.487% 2/11/41

1,372

1,395

Series 2006-T24 Class A1, 4.905% 10/12/41 (l)

150

152

Series 2007-PW16 Class A4, 5.7172% 6/11/40 (l)

803

846

Series 2007-PW17 Class A1, 5.282% 6/11/50

585

598

Series 2007-T26 Class A1, 5.145% 1/12/45 (l)

359

368

Series 2003-PWR2 Class X2, 0.4686% 5/11/39 (f)(l)(n)

10,636

56

Series 2006-PW13 Class A3, 5.518% 9/11/41

4,842

5,132

Series 2006-PW14 Class X2, 0.6529% 12/11/38 (f)(l)(n)

18,592

334

Series 2006-T22 Class A4, 5.4623% 4/12/38 (l)

172

190

Series 2007-PW15 Class A1, 5.016% 2/11/44

275

282

Series 2007-PW16:

Class B, 5.7172% 6/11/40 (f)(l)

220

79

Class C, 5.7172% 6/11/40 (f)(l)

183

57

Class D, 5.7172% 6/11/40 (f)(l)

183

48

Series 2007-PW18 Class X2, 0.3206% 6/11/50 (f)(l)(n)

128,162

1,643

Series 2007-T28 Class X2, 0.1751% 9/11/42 (f)(l)(n)

64,096

500

C-BASS Trust floater Series 2006-SC1 Class A, 0.5338% 5/25/36 (f)(l)

734

433

CDC Commercial Mortgage Trust Series 2002-FX1:

Class G, 6.625% 5/15/35 (f)

1,612

1,738

Class XCL, 2.1172% 5/15/35 (f)(l)(n)

17,881

499

Chase Commercial Mortgage Securities Corp.:

Series 1999-2:

Class E, 7.734% 1/15/32

60

59

Class F, 7.734% 1/15/32

298

297

Series 2000-3 Class G 6.887% 10/15/32 (f)

5,748

5,720

Series 2001-245 Class A2, 6.275% 2/12/16 (f)(l)

1,363

1,386

Citigroup Commercial Mortgage Trust:

floater Series 2006-FL2:

Class F, 0.5819% 8/15/21 (f)(l)

490

429

Class G, 0.6019% 8/15/21 (f)(l)

408

330

Class H, 0.6419% 8/15/21 (f)(l)

327

245

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Citigroup Commercial Mortgage Trust: - continued

Series 2006-C5 Class AMP2, 5.5005% 10/15/49 (f)

$ 2,307

$ 2,133

Series 2007-C6:

Class A1, 5.622% 12/10/49 (l)

416

424

Class A2, 5.6985% 12/10/49 (l)

1,370

1,441

Class A4, 5.6985% 12/10/49 (l)

4,549

4,841

Series 2007-FL3A Class A2, 0.4159% 4/15/22 (f)(l)

4,955

4,262

Citigroup/Deutsche Bank Commercial Mortgage Trust:

sequential payer Series 2007-CD4:

Class A1, 4.977% 12/11/49

232

234

Class A2A, 5.237% 12/11/49

1,221

1,256

Class A4, 5.322% 12/11/49

15,886

16,185

Series 2007-CD4:

Class A3, 5.293% 12/11/49

1,336

1,412

Class C, 5.476% 12/11/49

2,583

723

Cobalt CMBS Commercial Mortgage Trust:

sequential payer Series 2007-C3 Class A3, 5.8179% 5/15/46 (l)

1,372

1,467

Series 2006-C1 Class B, 5.359% 8/15/48

4,116

576

COMM pass-thru certificates:

floater:

Series 2005-F10A:

Class B, 0.5059% 4/15/17 (f)(l)

3,073

2,612

Class C, 0.5459% 4/15/17 (f)(l)

1,104

905

Class D, 0.5859% 4/15/17 (f)(l)

753

587

Class E, 0.6459% 4/15/17 (f)(l)

240

180

Class F, 0.6859% 4/15/17 (f)(l)

136

94

Class G, 0.8259% 4/15/17 (f)(l)

136

85

Class H, 0.8959% 4/15/17 (f)(l)

136

71

Class J, 1.1259% 4/15/17 (f)(l)

104

42

Series 2005-FL11:

Class C, 0.5759% 11/15/17 (f)(l)

1,381

1,270

Class D, 0.6159% 11/15/17 (f)(l)

72

65

Class E, 0.6659% 11/15/17 (f)(l)

255

222

Class F, 0.7259% 11/15/17 (f)(l)

194

159

Class G, 0.7759% 11/15/17 (f)(l)

135

94

Series 2006-FL12 Class AJ, 0.4059% 12/15/20 (f)(l)

1,955

1,623

sequential payer:

Series 2005-C6 Class A2, 4.999% 6/10/44 (l)

21

21

Series 2006-C8:

Class A3, 5.31% 12/10/46

3,910

4,074

Class A4, 5.306% 12/10/46

18,390

18,942

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

COMM pass-thru certificates: - continued

sequential payer:

Series 2006-CN2A Class A2FX, 5.449% 2/5/19 (f)

$ 2,319

$ 2,326

Series 2007-C9 Class A4, 5.8157% 12/10/49 (l)

3,036

3,286

Series 2004-LBN2 Class X2, 0.8492% 3/10/39 (f)(l)(n)

2,133

8

Series 2006-C8:

Class B, 5.44% 12/10/46

2,376

741

Class XP, 0.4814% 12/10/46 (l)(n)

11,758

173

Credit Suisse Commercial Mortgage Trust:

sequential payer:

Series 2006-C4 Class A3, 5.467% 9/15/39

7,080

7,346

Series 2006-C5:

Class A1, 5.297% 12/15/39

44

44

Class AJ, 5.373% 12/15/39

2,778

1,756

Series 2007-C2:

Class A1, 5.269% 1/15/49

27

27

Class A3, 5.542% 1/15/49 (l)

2,744

2,728

Series 2007-C3:

Class A1, 5.664% 6/15/39 (l)

9

9

Class A4, 5.7223% 6/15/39 (l)

825

819

Series 2006-C4 Class AAB, 5.439% 9/15/39

7,809

8,341

Series 2006-C5 Class ASP, 0.6707% 12/15/39 (l)(n)

7,920

117

Series 2007-C5 Class A4, 5.695% 9/15/40 (l)

1,242

1,240

Credit Suisse First Boston Mortgage Capital Certificates floater Series 2007-TF2A Class B, 0.6259% 4/15/22 (f)(l)

4,895

1,958

Credit Suisse First Boston Mortgage Securities Corp.:

sequential payer:

Series 2001-CK6 Class B, 6.582% 8/15/36

1,372

1,435

Series 2002-CP5 Class A1, 4.106% 12/15/35

78

80

Series 2004-C1:

Class A3, 4.321% 1/15/37

340

345

Class A4, 4.75% 1/15/37

639

666

Series 1998-C1 Class D, 7.17% 5/17/40

77

78

Series 1999-C1 Class E, 7.8879% 9/15/41 (l)

118

118

Series 2001-CK6 Class AX, 0.8793% 8/15/36 (l)(n)

3,658

29

Series 2001-CKN5 Class AX, 1.9642% 9/15/34 (f)(l)(n)

11,012

137

Series 2003-C4 Class ASP, 0.4351% 8/15/36 (f)(l)(n)

6,979

0 *

Series 2004-C1 Class ASP, 0.9553% 1/15/37 (f)(l)(n)

66,274

322

Series 2006-C1 Class A3, 5.5486% 2/15/39 (l)

7,244

7,841

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Credit Suisse Mortgage Capital Certificates:

floater Series 2007-TFL1:

Class B, 0.4259% 2/15/22 (f)(l)

$ 519

$ 348

Class C:

0.4459% 2/15/22 (f)(l)

1,479

843

0.5459% 2/15/22 (f)(l)

528

243

Class F, 0.5959% 2/15/22 (f)(l)

1,056

433

sequential payer Series 2007-C1 Class A1, 5.227% 2/15/40

79

80

Series 2007-C1:

Class ASP, 0.4159% 2/15/40 (l)(n)

25,686

295

Class B, 5.487% 2/15/40 (f)(l)

2,097

252

Series 2010-16 Class A1, 3% 6/25/50

6,060

6,060

First Union National Bank-Bank of America Commercial Mortgage Trust Series 2001-C1:

Class D, 6.484% 3/15/33

489

495

Class G, 6.936% 3/15/33 (f)

903

903

GE Capital Commercial Mortgage Corp.:

sequential payer Series 2007-C1 Class A4, 5.543% 12/10/49

6,821

6,830

Series 2001-1 Class X1, 1.0321% 5/15/33 (f)(l)(n)

13,190

58

Series 2004-C1 Class X2, 1.1164% 11/10/38 (f)(l)(n)

5,667

22

Series 2005-C1 Class B, 4.846% 6/10/48 (l)

392

278

Series 2007-C1 Class XP, 0.2009% 12/10/49 (l)(n)

24,513

153

GMAC Commercial Mortgage Securities, Inc.:

Series 2003-C3 Class X2, 0.6149% 4/10/40 (f)(l)(n)

5,754

11

Series 2004-C3 Class X2, 0.6312% 12/10/41 (l)(n)

5,061

35

Series 2005-C1 Class X2, 0.6565% 5/10/43 (l)(n)

5,452

53

Greenwich Capital Commercial Funding Corp.:

floater Series 2006-FL4 Class B, 0.49% 11/5/21 (f)(l)

516

382

sequential payer:

Series 2004-GG1 Class A4, 4.755% 6/10/36

379

381

Series 2007-GG11:

Class A1, 5.358% 12/10/49

1,216

1,262

Class A2, 5.597% 12/10/49

2,744

2,897

Series 2007-GG9 Class A4, 5.444% 3/10/39

3,989

4,178

Series 2003-C2 Class XP, 0.8232% 1/5/36 (f)(l)(n)

6,876

16

Series 2005-GG3 Class XP, 0.6925% 8/10/42 (f)(l)(n)

25,414

227

Series 2006-GG7:

Class A3, 5.8883% 7/10/38 (l)

3,617

3,927

Class A4, 5.8883% 7/10/38 (l)

10,620

11,562

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Greenwich Capital Commercial Funding Corp.: - continued

Series 2007-GG11 Class A1, 0.4798% 12/10/49 (f)(n)

$ 32,616

$ 339

GS Mortgage Securities Corp. II:

floater:

Series 2006-FL8A:

Class C, 0.5353% 6/6/20 (f)(l)

69

63

Class D, 0.5753% 6/6/20 (f)(l)

327

283

Class E, 0.6653% 6/6/20 (f)(l)

379

318

Class F, 0.7353% 6/6/20 (f)(l)

662

531

Series 2007-EOP:

Class C, 0.6153% 3/6/20 (f)(l)

1,304

1,161

Class D, 0.6653% 3/6/20 (f)(l)

8,605

7,572

Class F, 0.7753% 3/6/20 (f)(l)

107

93

Class G, 0.8153% 3/6/20 (f)(l)

54

45

Class H, 0.9453% 3/6/20 (f)(l)

600

507

Class J, 1.1453% 3/6/20 (f)(l)

860

714

sequential payer Series 2004-GG2 Class A4, 4.964% 8/10/38

425

442

Series 2005-GG4 Class XP, 0.7044% 7/10/39 (f)(l)(n)

25,943

309

GS Mortgage Securities Trust sequential payer:

Series 2006-GG8 Class A2, 5.479% 11/10/39

2,058

2,111

Series 2007-GG10:

Class A1, 5.69% 8/10/45

151

156

Class A2, 5.778% 8/10/45

654

680

JPMorgan Chase Commercial Mortgage Securities Corp.:

Series 2004-C1 Class X2, 0.9177% 1/15/38 (f)(l)(n)

1,675

7

Series 2004-CB8 Class X2, 1.0321% 1/12/39 (f)(l)(n)

1,674

9

Series 2006-LDP7 Class A4, 5.8735% 4/15/45 (l)

3,700

4,067

JPMorgan Chase Commercial Mortgage Securities Trust:

floater Series 2006-FLA2:

Class B, 0.4459% 11/15/18 (f)(l)

1,011

708

Class C, 0.4859% 11/15/18 (f)(l)

719

474

Class D, 0.5059% 11/15/18 (f)(l)

227

129

Class E, 0.5559% 11/15/18 (f)(l)

326

183

Class F, 0.6059% 11/15/18 (f)(l)

490

255

Class G, 0.6359% 11/15/18 (f)(l)

426

213

Class H, 0.7759% 11/15/18 (f)(l)

326

144

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

JPMorgan Chase Commercial Mortgage Securities Trust: - continued

sequential payer:

Series 2006-CB15 Class A3, 5.819% 6/12/43 (l)

$ 2,066

$ 2,197

Series 2006-LDP8 Class A4, 5.399% 5/15/45

874

938

Series 2006-LDP9:

Class A2, 5.134% 5/15/47 (l)

652

695

Class A3, 5.336% 5/15/47

572

596

Series 2007-CB19 Class A4, 5.7461% 2/12/49 (l)

4,812

5,047

Series 2007-CB20 Class A4, 5.794% 2/12/51

6,844

7,281

Series 2007-LD11 Class A2, 5.8025% 6/15/49 (l)

3,852

4,028

Series 2007-LDP10 Class A1, 5.122% 1/15/49

45

45

Series 2007-LDPX Class A3, 5.412% 1/15/49

22,356

22,865

Series 2004-LDP4 Class D, 5.1488% 10/15/42 (l)

1,235

572

Series 2005-CB13 Class E, 5.3519% 1/12/43 (f)(l)

694

64

Series 2006-CB17 Class A3, 5.45% 12/12/43

391

411

Series 2007-CB19:

Class B, 5.7461% 2/12/49 (l)

117

36

Class C, 5.7461% 2/12/49 (l)

307

95

Class D, 5.7461% 2/12/49 (l)

322

95

Series 2007-LDP10:

Class BS, 5.437% 1/15/49 (l)

262

79

Class CS, 5.466% 1/15/49 (l)

113

29

Class ES, 5.541% 1/15/49 (f)(l)

709

50

JPMorgan Commercial Mortgage Finance Corp. Series 2000-C9 Class G, 6.25% 10/15/32 (f)

566

571

LB Commercial Conduit Mortgage Trust:

sequential payer Series 2007-C3 Class A4, 5.9499% 7/15/44 (l)

15,007

15,523

Series 1998-C1 Class D, 6.98% 2/18/30

512

515

LB-UBS Commercial Mortgage Trust:

sequential payer:

Series 2001-C2 Class A2, 6.653% 11/15/27

243

247

Series 2001-C3 Class A1, 6.058% 6/15/20

6

6

Series 2006-C1 Class A2, 5.084% 2/15/31

597

602

Series 2006-C3 Class A1, 5.478% 3/15/32

30

30

Series 2006-C6:

Class A1, 5.23% 9/15/39

140

140

Class A2, 5.262% 9/15/39 (l)

2,394

2,456

Series 2006-C7:

Class A1, 5.279% 11/15/38

77

78

Class A2, 5.3% 11/15/38

1,509

1,556

Class A3, 5.347% 11/15/38

1,022

1,084

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

LB-UBS Commercial Mortgage Trust: - continued

sequential payer:

Series 2007-C1:

Class A1, 5.391% 2/15/40 (l)

$ 143

$ 145

Class A4, 5.424% 2/15/40

8,354

8,768

Series 2007-C2 Class A3, 5.43% 2/15/40

2,501

2,576

Series 2000-C5 Class E, 7.29% 12/15/32

96

97

Series 2001-C3 Class B, 6.512% 6/15/36

2,652

2,742

Series 2001-C7 Class D, 6.514% 11/15/33

1,509

1,524

Series 2004-C2 Class XCP, 1.0459% 3/15/36 (f)(l)(n)

12,644

71

Series 2004-C4 Class A2, 4.567% 6/15/29 (l)

149

150

Series 2005-C3 Class XCP, 0.7548% 7/15/40 (l)(n)

4,247

50

Series 2006-C6 Class XCP, 0.6666% 9/15/39 (l)(n)

7,799

127

Series 2007-C1:

Class C, 5.533% 2/15/40 (l)

3,018

669

Class D, 5.563% 2/15/40 (l)

549

98

Class E, 5.582% 2/15/40 (l)

274

42

Class XCP, 0.3203% 2/15/40 (l)(n)

3,135

37

Series 2007-C6 Class A4, 5.858% 7/15/40 (l)

1,714

1,768

Series 2007-C7:

Class A3, 5.866% 9/15/45

4,486

4,700

Class XCP, 0.2905% 9/15/45 (l)(n)

107,683

1,179

LB-UBS Westfield Trust Series 2001-WM, 6.754% 7/14/16 (f)

392

400

Lehman Brothers Floating Rate Commercial Mortgage Trust floater Series 2006-LLFA:

Class D, 0.5059% 9/15/21 (f)(l)

440

337

Class E, 0.5659% 9/15/21 (f)(l)

1,586

1,202

Class F, 0.6159% 9/15/21 (f)(l)

906

676

Class G, 0.6359% 9/15/21 (f)(l)

1,791

1,240

Class H, 0.6759% 9/15/21 (f)(l)

462

201

Lehman Large Loan Trust Series 1997-LLI Class E, 7.3% 10/12/34

2,435

2,578

Merrill Lynch Mortgage Trust:

sequential payer:

Series 2004-MKB1 Class A2, 4.353% 2/12/42

128

128

Series 2005-CIP1 Class A2, 4.96% 7/12/38

3,351

3,435

Series 2007-C1 Class A1, 4.533% 6/12/50

300

303

Series 2005-CKI1 Class A3, 5.2324% 11/12/37 (l)

2,253

2,328

Series 2005-LC1 Class F, 5.3777% 1/12/44 (f)(l)

1,194

443

Series 2006-C1 Class A2, 5.6099% 5/12/39 (l)

1,935

2,042

Series 2007-C1 Class A4, 5.826% 6/12/50 (l)

5,194

5,568

Series 2008-C1 Class A4, 5.69% 2/12/51

2,929

3,105

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Merrill Lynch-CFC Commercial Mortgage Trust:

floater Series 2006-4 Class A2FL, 0.4625% 12/12/49 (l)

$ 639

$ 621

sequential payer:

Series 2006-1 CLass A3, 5.4664% 2/12/39 (l)

1,460

1,534

Series 2006-4 Class ASB, 5.133% 12/12/49 (l)

1,179

1,265

Series 2007-5:

Class A1, 4.275% 8/12/48

34

34

Class A3, 5.364% 8/12/48

535

548

Class A4, 5.378% 8/12/48

55

54

Class B, 5.479% 2/12/17

4,116

725

Series 2007-6:

Class A1, 5.175% 3/12/51

72

74

Class A4, 5.485% 3/12/51 (l)

3,250

3,239

Series 2007-7 Class A4, 5.7485% 6/12/50 (l)

4,802

4,826

Series 2007-8 Class A1, 4.622% 8/12/49

259

264

Series 2006-4 Class XP, 0.6254% 12/12/49 (l)(n)

26,993

491

Series 2007-6 Class B, 5.635% 3/12/51 (l)

1,372

410

Series 2007-7 Class B, 5.75% 6/12/50

1,765

294

Series 2007-8 Class A3, 5.9564% 8/12/49 (l)

1,183

1,272

Morgan Stanley Capital I Trust:

floater:

Series 2006-XLF:

Class C, 1.472% 7/15/19 (f)(l)

653

82

Class F, 0.592% 7/15/19 (f)(l)

1,321

1,202

Class G, 0.632% 7/15/19 (f)(l)

750

540

Series 2007-XCLA Class A1, 0.472% 7/17/17 (f)(l)

2,009

1,105

Series 2007-XLCA Class B, 0.772% 7/17/17 (f)(l)

1,792

125

Series 2007-XLFA:

Class C, 0.432% 10/15/20 (f)(l)

788

335

Class D, 0.462% 10/15/20 (f)(l)

529

119

Class E, 0.522% 10/15/20 (f)(l)

662

83

Class F, 0.572% 10/15/20 (f)(l)

397

40

Class G, 0.612% 10/15/20 (f)(l)

491

37

Class H, 0.702% 10/15/20 (f)(l)

309

8

Class J, 0.852% 10/15/20 (f)(l)

353

9

Class MHRO, 0.962% 10/15/20 (f)(l)

424

85

Class MJPM, 1.272% 10/15/20 (f)(l)

160

120

Class MSTR, 0.972% 10/15/20 (f)(l)

300

60

Class NHRO, 1.162% 10/15/20 (f)(l)

641

90

Class NSTR, 1.122% 10/15/20 (f)(l)

276

39

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Morgan Stanley Capital I Trust: - continued

sequential payer:

Series 2003-IQ5 Class X2, 0.8727% 4/15/38 (f)(l)(n)

$ 4,224

$ 35

Series 2005-IQ9 Class A3, 4.54% 7/15/56

2,037

2,110

Series 2007-HQ11:

Class A1, 5.246% 2/12/44

238

243

Class A31, 5.439% 2/12/44 (l)

10,884

11,461

Series 2007-IQ13 Class A1, 5.05% 3/15/44

244

248

Series 2007-IQ14 Class A1, 5.38% 4/15/49

241

247

Series 2007-IQ15 Class A4, 5.8798% 6/11/49 (l)

6,250

6,591

Series 2007-T25:

Class A1, 5.391% 11/12/49

150

154

Class A2, 5.507% 11/12/49

1,349

1,473

Series 2007-T27 Class A4, 5.6487% 6/11/42 (l)

5,025

5,527

Series 2003-IQ6 Class X2, 0.5807% 12/15/41 (f)(l)(n)

8,877

65

Series 2005-IQ9 Class X2, 1.0854% 7/15/56 (f)(l)(n)

15,267

217

Series 2006-HQ10 Class X2, 0.4996% 11/12/41 (f)(l)(n)

5,821

63

Series 2006-HQ8 Class A3, 5.4379% 3/12/44 (l)

2,128

2,182

Series 2006-HQ9 Class B, 5.832% 7/12/44 (l)

2,036

1,507

Series 2006-IQ11 Class A4, 5.7685% 10/15/42 (l)

412

458

Series 2006-IQ12 Class B, 5.468% 12/15/43

1,372

343

Series 2006-T23 Class A3, 5.8072% 8/12/41 (l)

700

755

Series 2007-HQ11 Class B, 5.538% 2/20/44 (l)

2,488

896

Series 2007-HQ12 Class A4, 5.6333% 4/12/49 (l)

7,259

7,403

Series 2007-IQ14:

Class A4, 5.692% 4/15/49 (l)

2,058

2,089

Class AAB, 5.654% 4/15/49

3,010

3,218

Class B, 5.7249% 4/15/49 (l)

337

81

Series 2007-XLC1:

Class C, 0.872% 7/17/17 (f)(l)

2,423

61

Class D, 0.972% 7/17/17 (f)(l)

1,140

29

Class E, 1.072% 7/17/17 (f)(l)

927

23

Morgan Stanley Dean Witter Capital I Trust sequential payer Series 2001-PPM Class A2, 6.4% 2/15/31

14

14

Structured Asset Securities Corp. Series 1997-LLI Class D, 7.15% 10/12/34

154

160

TrizecHahn Office Properties Trust Series 2001-TZHA Class C4, 6.893% 5/15/16 (f)

1,166

1,189

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Wachovia Bank Commercial Mortgage Trust:

floater:

Series 2005-WL5A Class K, 1.4759% 1/15/18 (f)(l)

$ 1,013

$ 1,007

Series 2006-WL7A:

Class E, 0.5519% 9/15/21 (f)(l)

1,377

817

Class F, 0.6119% 8/11/18 (f)(l)

1,490

622

Class G, 0.6319% 8/11/18 (f)(l)

1,411

573

Class J, 0.8719% 8/11/18 (f)(l)

314

80

Series 2007-WHL8:

Class AP1, 0.9759% 6/15/20 (f)(l)

105

58

Class AP2, 1.0759% 6/15/20 (f)(l)

175

87

Class F, 0.7559% 6/15/20 (f)(l)

3,396

849

Class LXR1, 0.9759% 6/15/20 (f)(l)

169

101

Class LXR2, 1.0759% 6/15/20 (f)(l)

2,315

1,157

sequential payer:

Series 2003-C6 Class A2, 4.498% 8/15/35

80

80

Series 2003-C7 Class A1, 4.241% 10/15/35 (f)

2,307

2,326

Series 2006-C27 Class A2, 5.624% 7/15/45

1,226

1,257

Series 2006-C28 Class A4, 5.572% 10/15/48

6,800

7,083

Series 2006-C29:

Class A1, 5.11% 11/15/48

361

366

Class A3, 5.313% 11/15/48

3,644

3,880

Series 2007-C30:

Class A1, 5.031% 12/15/43

94

95

Class A3, 5.246% 12/15/43

1,178

1,189

Class A4, 5.305% 12/15/43

403

402

Class A5, 5.342% 12/15/43

1,468

1,430

Series 2007-C31:

Class A1, 5.14% 4/15/47

44

44

Class A4, 5.509% 4/15/47

3,101

3,067

Series 2007-C32:

Class A2, 5.735% 6/15/49 (l)

1,646

1,713

Class A3, 5.74% 6/15/49 (l)

19,610

19,533

Series 2003-C6 Class G, 5.125% 8/15/35 (f)(l)

652

615

Series 2003-C8 Class XP, 0.1813% 11/15/35 (f)(l)(n)

2,168

2

Series 2003-C9 Class XP, 0.4499% 12/15/35 (f)(l)(n)

3,035

4

Series 2004-C15:

Class 180A, 5.5782% 10/15/41 (f)(l)

1,055

981

Class 180B, 5.3979% 10/15/41 (f)(l)

480

432

Series 2005-C19 Class B, 4.892% 5/15/44

1,372

1,122

Series 2005-C22:

Class B, 5.3598% 12/15/44 (l)

3,042

2,090

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Wachovia Bank Commercial Mortgage Trust: - continued

Series 2005-C22:

Class F, 5.3598% 12/15/44 (f)(l)

$ 2,288

$ 914

Series 2006-C29 Class E, 5.516% 11/15/48 (l)

1,372

425

Series 2007-C30:

Class C, 5.483% 12/15/43 (l)

4,116

683

Class D, 5.513% 12/15/43 (l)

2,195

188

Class XP, 0.4367% 12/15/43 (f)(l)(n)

15,802

216

Series 2007-C31 Class C, 5.6935% 4/15/47 (l)

5,657

1,199

Series 2007-C31A Class A2, 5.421% 4/15/47

1,580

1,636

Series 2007-C32:

Class D, 5.74% 6/15/49 (l)

1,031

206

Class E, 5.74% 6/15/49 (l)

1,625

278

Wachovia Bank Commercial Mortgage Trust pass-thru certificates:

sequential payer Series 2007-C33 Class A5, 5.902% 2/15/51 (l)

908

920

Series 2007-C33 Class B, 5.902% 2/15/51 (l)

2,307

753

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $434,582)

516,544

Municipal Securities - 0.3%

 

California Gen. Oblig.:

7.5% 4/1/34

7,885

8,852

7.55% 4/1/39

11,566

13,138

TOTAL MUNICIPAL SECURITIES

(Cost $19,663)

21,990

Foreign Government and Government Agency Obligations - 0.0%

 

Brazilian Federative Republic 4.875% 1/22/21
(Cost $2,803)

2,730

2,928

Supranational Obligations - 0.0%

 

Corporacion Andina de Fomento 5.2% 5/21/13
(Cost $514)

516

554

Fixed-Income Funds - 13.5%

Shares

Value (000s)

Fidelity Mortgage Backed Securities Central Fund (m)

8,344,198

$ 885,153

Fidelity Specialized High Income Central Fund (m)

1,466,289

143,843

TOTAL FIXED-INCOME FUNDS

(Cost $979,321)

1,028,996

Preferred Securities - 0.0%

Principal Amount (000s)

 

FINANCIALS - 0.0%

Diversified Financial Services - 0.0%

MUFG Capital Finance 1 Ltd. 6.346% (l)

(Cost $3,523)

$ 3,474

3,486

Cash Equivalents - 9.3%

Maturity Amount (000s)

 

Investments in repurchase agreements in a joint trading account at 0.25%, dated 8/31/10 due 9/1/10:

(Collateralized by U.S. Government Obligations) #

$ 610,538

610,534

(Collateralized by U.S. Government Obligations) # (b)

102,126

102,125

TOTAL CASH EQUIVALENTS

(Cost $712,659)

712,659

TOTAL INVESTMENT PORTFOLIO - 109.3%

(Cost $7,932,254)

8,357,961

NET OTHER ASSETS (LIABILITIES) - (9.3)%

(709,714)

NET ASSETS - 100%

$ 7,648,247

Swap Agreements

 

Expiration Date

Notional Amount (000s)

Value (000s)

Credit Default Swaps

Receive monthly a fixed rate of .15% multiplied by the notional amount and pay to Credit Suisse First Boston upon each credit event of one of the issues of ABX AA 07-01 Index, par value of the proportional notional amount (Rating-C) (Upfront Payment $2,116,000) (k)

Sept. 2037

$ 7,019

$ (6,582)

Receive monthly a fixed rate of .15% multiplied by the notional amount and pay to Credit Suisse First Boston upon each credit event of one of the issues of ABX AA 07-01 Index, par value of the proportional notional amount (Rating-C) (Upfront Payment $5,250,000) (k)

Sept. 2037

19,074

(17,884)

Receive monthly a fixed rate of .15% multiplied by the notional amount and pay to JPMorgan Chase, Inc. upon each credit event of one of the issues of ABX AA 07-01 Index, par value of the proportional notional amount (Rating-C) (Upfront Payment $1,302,000) (k)

Sept. 2037

4,272

(4,006)

Receive monthly a fixed rate of .15% multiplied by the notional amount and pay to JPMorgan Chase, Inc. upon each credit event of one of the issues of ABX AA 07-01 Index, par value of the proportional notional amount (Rating-C) (Upfront Payment $4,231,000) (k)

Sept. 2037

14,267

(13,378)

Receive monthly a fixed rate of .15% multiplied by the notional amount and pay to Morgan Stanley, Inc. upon each credit event of one of the issues of ABX AA 07-01 Index, par value of the proportional notional amount (Rating-C) (Upfront Payment $2,754,000) (k)

Sept. 2037

7,782

(7,297)

Receive monthly a fixed rate of .15% multiplied by the notional amount and pay to UBS upon each credit event of one of the issues of ABX AA 07-1 Index, par value of the proportional notional amount (Rating-C) (Upfront Payment $3,716,000) (k)

Sept. 2037

12,741

(11,947)

Receive monthly notional amount multiplied by .82% and pay UBS upon credit event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC6 Class M3, 5.6413% 7/25/34 (j)

August 2034

609

(359)

Swap Agreements - continued

 

Expiration Date

Notional Amount (000s)

Value (000s)

Credit Default Swaps - continued

Receive monthly notional amount multiplied by .85% and pay UBS upon credit event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC8 Class M6, 5.4413% 9/25/34 (j)

Oct. 2034

$ 590

$ (314)

Receive monthly notional amount multiplied by 2.54% and pay Merrill Lynch upon credit event of Countrywide Home Loans, Inc., par value of the notional amount of Countrywide Home Loans, Inc. Series 2003-BC1 Class B1, 7.6913% 3/25/32 (Rating-Ba1) (j)

April 2032

186

(109)

Receive monthly notional amount multiplied by 2.61% and pay Goldman Sachs upon credit event of Fremont Home Loan Trust, par value of the notional amount of Fremont Home Loan Trust Series 2004-A Class B3, 7.0413% 1/25/34 (Rating-C) (j)

Feb. 2034

4

(3)

Receive monthly notional amount multiplied by 3.05% and pay Merrill Lynch upon credit event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC8, Class B3, 7.2913% 9/25/34 (Rating-B1) (j)

Oct. 2034

779

(430)

Receive monthly notional amount multiplied by 3.35% and pay Morgan Stanley, Inc. upon credit event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-HE7, Class B3, 9.01% 8/25/34 (Rating-C) (j)

Sept. 2034

591

(472)

Swap Agreements - continued

 

Expiration Date

Notional Amount (000s)

Value (000s)

Credit Default Swaps - continued

Receive quarterly notional amount multiplied by .35% and pay Goldman Sachs upon credit event of Southern California Edison Co., par value of the notional amount of Southern California Edison Co. 7.625% 1/15/10 (j)

Sept. 2010

$ 11,200

$ 6

Receive quarterly notional amount multiplied by 4% and pay Morgan Stanley, Inc. upon credit event of Developers Diversified Realty Corp., par value of the notional amount of Developers Diversified Realty Corp. 5.375% 10/15/12 (Rating-Baa3) (j)

March 2013

13,500

373

TOTAL CREDIT DEFAULT SWAPS

$ 92,614

$ (62,402)

Interest Rate Swaps

Receive quarterly a floating rate based on 3-month LIBOR and pay semi-annually a fixed rate equal to 3.2638% with Credit Suisse First Boston

August 2040

70,000

(1,617)

Receive semi-annually a fixed rate equal to 1.165% and pay quarterly a floating rate based on 3-month LIBOR with JPMorgan Chase, Inc.

July 2013

210,000

1,559

Receive semi-annually a fixed rate equal to 2.76% and pay quarterly a floating rate based on 3-month LIBOR with Credit Suisse First Boston

Sept. 2014

60,000

4,221

TOTAL INTEREST RATE SWAPS

$ 340,000

$ 4,163

 

$ 432,614

$ (58,239)

Legend

(a) Non-income producing

(b) Includes investment made with cash collateral received from securities on loan.

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

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

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

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $498,473,000 or 6.5% of net assets.

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

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

(i) Security or a portion of the security has been segregated as collateral for open swap agreements. At the period end, the value of securities pledged amounted to $60,617,000.

(j) Represents a credit default swap contract in which the Fund has sold protection on the underlying reference entity. The value of each credit default swap and the credit rating can be measures of the current payment/performance risk. For the underlying reference entity, ratings disclosed are from Moody's Investors Service, Inc. Where Moody's ratings are not available, S&P ratings are disclosed and are indicated as such. All ratings are as of the report date and do not reflect subsequent changes. Where a credit rating is not disclosed, the value is used as the measure of the payment/performance risk.

(k) Represents a credit default swap based on a tradable index of home equity asset-backed debt securities. The value of each credit default swap and the credit rating can be measures of the current payment/ performance risk. In addition, the swap represents a contract in which the Fund has sold protection on the index of underlying securities. Ratings represent a weighted average of the ratings of all securities included in the index. Ratings used in the weighted average are from Moody's Investors Service, Inc., or S&P where Moody's ratings are not available. All ratings are as of the report date and do not reflect subsequent changes.

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

(m) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited schedule of portfolio holdings for each Fidelity Central Fund is filed with the SEC for the first and third quarters of each fiscal year on Form N-Q and is available upon request or at the SEC's web site at www.sec.gov. An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro rata share of securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's web site or upon request.

(n) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool held as of the end of the period.

* Amount represents less than $1,000.

# Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty

Value
(Amount in thousands)

$610,534,000 due 9/01/10 at 0.25%

Banc of America Securities LLC

$ 47,533

Bank of America NA

71,347

Barclays Capital, Inc.

142,693

Goldman, Sachs & Co.

23,782

Merrill Lynch Government Securities, Inc.

42,808

Mizuho Securities USA, Inc.

190,258

Morgan Stanley & Co., Inc.

92,113

 

$ 610,534

$102,125,000 due 9/01/10 at 0.25%

Deutsche Bank Securities, Inc.

$ 102,125

Affiliated Central Funds

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

Fund

Income earned
(Amount in thousands)

Fidelity Mortgage Backed Securities Central Fund

$ 35,298

Fidelity Specialized High Income Central Fund

10,928

Total

$ 46,226

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

Fund
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Value, end of period

% ownership, end of period

Fidelity Corporate Bond 1-5 Year Central Fund

$ 135,341

$ -

$ 137,142 *

$ -

0.0%

Fidelity Mortgage Backed Securities Central Fund

897,601

35,298

85,040

885,153

12.6%

Fidelity Specialized High Income Central Fund

139,519

10,928

19,983

143,843

32.9%

Total

$ 1,172,461

$ 46,226

$ 242,165

$ 1,028,996

* Includes the value of shares redeemed through in-kind transactions. See Note 7 of the Notes to Financial Statements.

Other Information

The following is a summary of the inputs used, as of August 31, 2010, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Corporate Bonds

$ 1,609,792

$ -

$ 1,609,792

$ -

U.S. Government and Government Agency Obligations

3,102,182

-

3,102,182

-

U.S. Government Agency - Mortgage Securities

1,103,606

-

1,103,606

-

Asset-Backed Securities

155,609

-

132,740

22,869

Collateralized Mortgage Obligations

99,615

-

92,276

7,339

Commercial Mortgage Securities

516,544

-

478,494

38,050

Municipal Securities

21,990

-

21,990

-

Foreign Government and Government Agency Obligations

2,928

-

2,928

-

Supranational Obligations

554

-

554

-

Fixed-Income Funds

1,028,996

1,028,996

-

-

Preferred Securities

3,486

-

3,486

-

Cash Equivalents

712,659

-

712,659

-

Total Investments in Securities:

$ 8,357,961

$ 1,028,996

$ 7,260,707

$ 68,258

Derivative Instruments:

Assets

Swap Agreements

$ 6,159

$ -

$ 6,159

$ -

Liabilities

Swap Agreements

$ (64,398)

$ -

$ (62,711)

$ (1,687)

Total Derivative Instruments:

$ (58,239)

$ -

$ (56,552)

$ (1,687)

Other Financial Instruments:

Forward Commitments

$ 400

$ -

$ 400

$ -

The following is a reconciliation of Investments in Securities and Derivative Instruments for which Level 3 inputs were used in determining value:

(Amounts in thousands)

 

Investments in Securities:

Beginning Balance

$ 78,183

Total Realized Gain (Loss)

5,106

Total Unrealized Gain (Loss)

11,129

Cost of Purchases

254

Proceeds of Sales

(20,619)

Amortization/Accretion

1,433

Transfers in to Level 3

25,900

Transfers out of Level 3

(33,128)

Ending Balance

$ 68,258

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at August 31, 2010

$ 11,878

Derivative Instruments:

Swap Agreements

Beginning Balance

$ (1,633)

Total Unrealized Gain (Loss)

1,028

Transfers in to Level 3

(1,082)

Transfers out of Level 3

-

Ending Balance

$ (1,687)

Realized gain (loss) on Swap Agreements for the period

$ (32)

The change in unrealized gain (loss) for the period attributable to Level 3 Swap Agreements held at August 31, 2010

$ 1,022

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities and Derivative Instruments identified as using Level 3 inputs at either the beginning or the end of the current fiscal period, and includes the value of securities received through affiliated in-kind transactions. See Note 7 of the Notes to Financial Statements. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by risk exposure as of August 31, 2010. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Risk Exposure /
Derivative Type

Value
(Amounts in thousands)

 

Asset

Liability

Credit Risk

Swap Agreements (a)

$ 379

$ (62,781)

Interest Rate Risk

Swap Agreements (a)

5,780

(1,617)

Total Value of Derivatives

$ 6,159

$ (64,398)

(a) Value is disclosed on the Statement of Assets and Liabilities in the Unrealized Appreciation and Unrealized Depreciation on Swap Agreements line-items.

Income Tax Information

At August 31, 2010, the Fund had a capital loss carryforward of approximately $488,600,000 of which $1,000, $107,986,000, $17,287,000, $179,146,000 and $184,180,000 will expire on August 31, 2013, 2014, 2016, 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

August 31, 2010

Assets

Investment in securities, at value (including securities loaned of $100,125 and repurchase agreements of $712,659) - See accompanying schedule:

Unaffiliated issuers (cost $6,952,933)

$ 7,328,965

 

Fidelity Central Funds (cost $979,321)

1,028,996

 

Total Investments (cost $7,932,254)

 

$ 8,357,961

Commitment to sell securities on a delayed delivery basis

(130,729)

Receivable for securities sold on a delayed delivery basis

131,129

400

Receivable for investments sold
Regular delivery

 

39,901

Delayed delivery

 

7,357

Receivable for swap agreements

13

Receivable for fund shares sold

12,773

Interest receivable

46,875

Distributions receivable from Fidelity Central Funds

3,588

Unrealized appreciation on swap agreements

6,159

Other receivables

107

Total assets

8,475,134

Liabilities

Payable for investments purchased
Regular delivery

$ 20,544

Delayed delivery

625,483

Payable for swap agreements

920

Payable for fund shares redeemed

9,239

Distributions payable

1,147

Unrealized depreciation on swap agreements

64,398

Accrued management fee

1,990

Distribution and service plan fees payable

83

Other affiliated payables

851

Other payables and accrued expenses

107

Collateral on securities loaned, at value

102,125

Total liabilities

826,887

 

 

 

Net Assets

$ 7,648,247

Net Assets consist of:

 

Paid in capital

$ 7,895,852

Undistributed net investment income

15,919

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

(639,218)

Net unrealized appreciation (depreciation) on investments

375,694

Net Assets

$ 7,648,247

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

August 31, 2010

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($172,910 ÷ 23,147 shares)

$ 7.47

 

 

 

Maximum offering price per share (100/96.00 of $7.47)

$ 7.78

Class T:
Net Asset Value
and redemption price per share ($52,861 ÷ 7,073 shares)

$ 7.47

 

 

 

Maximum offering price per share (100/96.00 of $7.47)

$ 7.78

Class B:
Net Asset Value
and offering price per share ($11,900 ÷ 1,591 shares)A

$ 7.48

 

 

 

Class C:
Net Asset Value
and offering price per share ($35,014 ÷ 4,681 shares)A

$ 7.48

 

 

 

 

 

 

Investment Grade Bond:
Net Asset Value
, offering price and redemption price per share ($7,345,097 ÷ 982,629 shares)

$ 7.47

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($30,465 ÷ 4,072 shares)

$ 7.48

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

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

Annual Report

Statement of Operations

 Amounts in thousands

Year ended August 31, 2010

 

  

  

Investment Income

  

  

Dividends

 

$ 246

Interest

 

247,254

Income from Fidelity Central Funds

 

46,226

Total income

 

293,726

 

 

 

Expenses

Management fee

$ 21,542

Transfer agent fees

7,011

Distribution and service plan fees

899

Fund wide operations fee

2,256

Independent trustees' compensation

25

Miscellaneous

27

Total expenses before reductions

31,760

Expense reductions

(1)

31,759

Net investment income

261,967

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

170,038

Fidelity Central Funds

7,374

 

Swap agreements

(2,079)

 

Total net realized gain (loss)

 

175,333

Change in net unrealized appreciation (depreciation) on:

Investment securities

334,599

Swap agreements

21,448

Delayed delivery commitments

3,655

 

Total change in net unrealized appreciation (depreciation)

 

359,702

Net gain (loss)

535,035

Net increase (decrease) in net assets resulting from operations

$ 797,002

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
August 31,
2010

Year ended
August 31,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 261,967

$ 379,232

Net realized gain (loss)

175,333

(986,405)

Change in net unrealized appreciation (depreciation)

359,702

715,000

Net increase (decrease) in net assets resulting
from operations

797,002

107,827

Distributions to shareholders from net investment income

(247,482)

(394,409)

Share transactions - net increase (decrease)

891,216

(3,508,737)

Total increase (decrease) in net assets

1,440,736

(3,795,319)

 

 

 

Net Assets

Beginning of period

6,207,511

10,002,830

End of period (including undistributed net investment income of $15,919 and undistributed net investment income of $11,786, respectively)

$ 7,648,247

$ 6,207,511

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

Annual Report

Financial Highlights - Class A

Years ended August 31,

2010

2009

2008

2007

2006L

2006K

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 6.89

$ 6.89

$ 7.18

$ 7.35

$ 7.24

$ 7.50

Income from Investment Operations

 

 

 

 

 

 

Net investment incomeE

  .254

  .303

  .331

  .353

  .118

  .298

Net realized and unrealized gain (loss)

  .566

  .007H

  (.303)

  (.161)

  .092

  (.206)

Total from investment operations

  .820

  .310

  .028

  .192

  .210

  .092

Distributions from net investment income

  (.240)

  (.310)

  (.311)

  (.352)

  (.100)

  (.282)

Distributions from net realized gain

  -

  -

  (.007)

  (.010)

  -

  (.070)

Total distributions

  (.240)

  (.310)

  (.318)

  (.362)

  (.100)

  (.352)

Net asset value, end of period

$ 7.47

$ 6.89

$ 6.89

$ 7.18

$ 7.35

$ 7.24

Total ReturnB,C,D

  12.10%

  4.89%

  .36%

  2.61%

  2.92%

  1.23%

Ratios to Average Net AssetsF,I

 

 

 

 

 

Expenses before reductions

  .77%

  .79%

  .80%

  .75%

  .71%A

  .71%

Expenses net of fee
waivers, if any

  .77%

  .79%

  .80%

  .75%

  .71%A

  .71%

Expenses net of all
reductions

  .77%

  .79%

  .80%

  .74%

  .71%A

  .71%

Net investment income

  3.55%

  4.67%

  4.67%

  4.83%

  4.86%A

  4.04%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 173

$ 145

$ 79

$ 79

$ 46

$ 37

Portfolio turnover rateG

  174%M

  119%J,M

  231%

  181%M

  206%A,J

  145%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

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

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

K For the period ended April 30.

L For the four month period ended August 31. The Fund changed its fiscal year end from April 30 to August 31, effective August 31, 2006.

M The portfolio turnover rate excludes liquidations and/or redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Class T

Years ended August 31,

2010

2009

2008

2007

2006L

2006K

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 6.90

$ 6.89

$ 7.18

$ 7.35

$ 7.24

$ 7.51

Income from Investment Operations

 

 

 

 

 

 

Net investment incomeE

  .252

  .302

  .332

  .350

  .116

  .290

Net realized and unrealized gain (loss)

  .555

  .016H

  (.303)

  (.163)

  .091

  (.216)

Total from investment operations

  .807

  .318

  .029

  .187

  .207

  .074

Distributions from net investment income

  (.237)

  (.308)

  (.312)

  (.347)

  (.097)

  (.274)

Distributions from net realized gain

  -

  -

  (.007)

  (.010)

  -

  (.070)

Total distributions

  (.237)

  (.308)

  (.319)

  (.357)

  (.097)

  (.344)

Net asset value, end of period

$ 7.47

$ 6.90

$ 6.89

$ 7.18

$ 7.35

$ 7.24

Total ReturnB,C,D

  11.90%

  5.02%

  .36%

  2.54%

  2.89%

  .98%

Ratios to Average Net AssetsF,I

 

 

 

 

 

Expenses before reductions

  .80%

  .82%

  .80%

  .80%

  .82%A

  .83%

Expenses net of fee
waivers, if any

  .80%

  .82%

  .80%

  .80%

  .82%A

  .83%

Expenses net of all
reductions

  .80%

  .82%

  .79%

  .79%

  .81%A

  .83%

Net investment income

  3.51%

  4.65%

  4.67%

  4.77%

  4.76%A

  3.92%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 53

$ 46

$ 53

$ 68

$ 59

$ 57

Portfolio turnover rateG

  174%M

  119%J,M

  231%

  181%M

  206%A,J

  145%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

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

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

K For the period ended April 30.

L For the four month period ended August 31. The Fund changed its fiscal year end from April 30 to August 31, effective August 31, 2006.

M The portfolio turnover rate excludes liquidations and/or redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Class B

Years ended August 31,

2010

2009

2008

2007

2006L

2006K

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 6.90

$ 6.89

$ 7.19

$ 7.36

$ 7.24

$ 7.51

Income from Investment Operations

 

 

 

 

 

 

Net investment incomeE

  .201

  .257

  .281

  .299

  .099

  .239

Net realized and unrealized gain (loss)

  .566

  .016H

  (.313)

  (.164)

  .102

  (.216)

Total from investment operations

  .767

  .273

  (.032)

  .135

  .201

  .023

Distributions from net investment income

  (.187)

  (.263)

  (.261)

  (.295)

  (.081)

  (.223)

Distributions from net realized gain

  -

  -

  (.007)

  (.010)

  -

  (.070)

Total distributions

  (.187)

  (.263)

  (.268)

  (.305)

  (.081)

  (.293)

Net asset value, end of period

$ 7.48

$ 6.90

$ 6.89

$ 7.19

$ 7.36

$ 7.24

Total ReturnB,C,D

  11.26%

  4.29%

  (.49) %

  1.83%

  2.79%

  .28%

Ratios to Average Net AssetsF,I

 

 

 

 

 

Expenses before reductions

  1.51%

  1.51%

  1.50%

  1.50%

  1.50%A

  1.51%

Expenses net of fee
waivers, if any

  1.51%

  1.51%

  1.50%

  1.50%

  1.50%A

  1.51%

Expenses net of all
reductions

  1.51%

  1.51%

  1.50%

  1.50%

  1.50%A

  1.51%

Net investment income

  2.81%

  3.95%

  3.96%

  4.07%

  4.07%A

  3.24%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 12

$ 11

$ 9

$ 10

$ 9

$ 9

Portfolio turnover rateG

  174%M

  119%J,M

  231%

  181%M

  206%A,J

  145%

A Annualized

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

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

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

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

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

H The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

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

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

K For the period ended April 30.

L For the four month period ended August 31. The Fund changed its fiscal year end from April 30 to August 31, effective August 31, 2006.

M The portfolio turnover rate excludes liquidations and/or redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Class C

Years ended August 31,

2010

2009

2008

2007

2006L

2006K

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 6.90

$ 6.90

$ 7.19

$ 7.36

$ 7.24

$ 7.51

Income from Investment Operations

 

 

 

 

 

 

Net investment incomeE

  .200

  .255

  .278

  .294

  .097

  .233

Net realized and unrealized gain (loss)

  .566

  .005H

  (.304)

  (.163)

  .102

  (.216)

Total from investment operations

  .766

  .260

  (.026)

  .131

  .199

  .017

Distributions from net investment income

  (.186)

  (.260)

  (.257)

  (.291)

  (.079)

  (.217)

Distributions from net realized gain

  -

  -

  (.007)

  (.010)

  -

  (.070)

Total distributions

  (.186)

  (.260)

  (.264)

  (.301)

  (.079)

  (.287)

Net asset value, end of period

$ 7.48

$ 6.90

$ 6.90

$ 7.19

$ 7.36

$ 7.24

Total ReturnB,C,D

  11.24%

  4.09%

  (.40)%

  1.77%

  2.76%

  .20%

Ratios to Average Net AssetsF,I

 

 

 

 

 

Expenses before reductions

  1.52%

  1.55%

  1.55%

  1.55%

  1.58%A

  1.60%

Expenses net of fee
waivers, if any

  1.52%

  1.55%

  1.55%

  1.55%

  1.58%A

  1.60%

Expenses net of all
reductions

  1.52%

  1.55%

  1.55%

  1.55%

  1.58%A

  1.60%

Net investment income

  2.79%

  3.91%

  3.91%

  4.02%

  3.99%A

  3.15%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 35

$ 27

$ 14

$ 17

$ 10

$ 9

Portfolio turnover rateG

  174%M

  119%J,M

  231%

  181%M

  206%A,J

  145%

A Annualized

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

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

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

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

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

H The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

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

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

K For the period ended April 30.

L For the four month period ended August 31. The Fund changed its fiscal year end from April 30 to August 31, effective August 31, 2006.

M The portfolio turnover rate excludes liquidations and/or redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Investment Grade Bond

Years ended August 31,

2010

2009

2008

2007

2006K

2006J

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 6.90

$ 6.89

$ 7.19

$ 7.35

$ 7.24

$ 7.50

Income from Investment Operations

 

 

 

 

 

 

Net investment incomeD

  .277

  .326

  .356

  .376

  .124

  .317

Net realized and unrealized gain (loss)

  .556

  .015G

  (.313)

  (.153)

  .092

  (.206)

Total from investment operations

  .833

  .341

  .043

  .223

  .216

  .111

Distributions from net investment income

  (.263)

  (.331)

  (.336)

  (.373)

  (.106)

  (.301)

Distributions from net realized gain

  -

  -

  (.007)

  (.010)

  -

  (.070)

Total distributions

  (.263)

  (.331)

  (.343)

  (.383)

  (.106)

  (.371)

Net asset value, end of period

$ 7.47

$ 6.90

$ 6.89

$ 7.19

$ 7.35

$ 7.24

Total ReturnB,C

  12.29%

  5.39%

  .57%

  3.05%

  3.01%

  1.48%

Ratios to Average Net AssetsE,H

 

 

 

 

 

Expenses before reductions

  .45%

  .46%

  .45%

  .45%

  .45%A

  .46%

Expenses net of fee
waivers, if any

  .45%

  .46%

  .45%

  .45%

  .45%A

  .46%

Expenses net of all
reductions

  .45%

  .46%

  .44%

  .44%

  .45%A

  .46%

Net investment income

  3.86%

  5.00%

  5.02%

  5.13%

  5.12%A

  4.29%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period
(in millions)

$ 7,345

$ 5,951

$ 9,814

$ 11,739

$ 10,141

$ 8,018

Portfolio turnover rateF

  174%L

  119%I,L

  231%

  181%L

  206%A,I

  145%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

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

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

J For the period ended April 30.

K For the four month period ended August 31. The Fund changed its fiscal year end from April 30 to August 31, effective August 31, 2006.

L The portfolio turnover rate excludes liquidations and/or redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Institutional Class

Years ended August 31,

2010

2009

2008

2007

2006K

2006J

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 6.90

$ 6.90

$ 7.19

$ 7.36

$ 7.25

$ 7.51

Income from Investment Operations

 

 

 

 

 

 

Net investment incomeD

  .274

  .322

  .353

  .374

  .124

  .313

Net realized and unrealized gain (loss)

  .565

  .005G

  (.303)

  (.163)

  .091

  (.205)

Total from investment operations

  .839

  .327

  .050

  .211

  .215

  .108

Distributions from net investment income

  (.259)

  (.327)

  (.333)

  (.371)

  (.105)

  (.298)

Distributions from net realized gain

  -

  -

  (.007)

  (.010)

  -

  (.070)

Total distributions

  (.259)

  (.327)

  (.340)

  (.381)

  (.105)

  (.368)

Net asset value, end of period

$ 7.48

$ 6.90

$ 6.90

$ 7.19

$ 7.36

$ 7.25

Total ReturnB,C

  12.38%

  5.16%

  .66%

  2.88%

  2.99%

  1.44%

Ratios to Average Net AssetsE,H

 

 

 

 

 

Expenses before reductions

  .50%

  .53%

  .50%

  .48%

  .49%A

  .50%

Expenses net of fee
waivers, if any

  .50%

  .53%

  .50%

  .48%

  .49%A

  .50%

Expenses net of all
reductions

  .50%

  .53%

  .49%

  .47%

  .49%A

  .50%

Net investment income

  3.82%

  4.94%

  4.97%

  5.10%

  5.07%A

  4.25%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period
(in millions)

$ 30

$ 27

$ 34

$ 41

$ 29

$ 26

Portfolio turnover rate F

  174%L

  119%I,L

  231%

  181%L

  206%A,I

  145%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

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

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

J For the period ended April 30.

K For the four month period ended August 31. The Fund changed its fiscal year end from April 30 to August 31, effective August 31, 2006.

L The portfolio turnover rate excludes liquidations and/or redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Notes to Financial Statements

For the period ended August 31, 2010

(Amounts in thousands except ratios)

1. Organization.

Fidelity Investment Grade Bond Fund (the Fund) is a fund of Fidelity Fixed-Income Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Investment Grade Bond, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases by existing shareholders. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

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

Based on their investment objective, each Fidelity Central Fund may invest or participate in various investment vehicles or strategies that are similar to those of the Fund. These strategies are consistent with the investment objectives of the Fund and may involve certain economic risks which may cause a decline in value of each of the Fidelity Central Funds and thus a decline in the value of the Fund. The following summarizes the Fund's investment in each Fidelity Central Fund.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

2. Investments in Fidelity Central Funds - continued

Fidelity
Central Fund

Investment
Manager

Investment
Objective

Investment
Practices

Fidelity Mortgage Backed Securities Central Fund

Fidelity Investment Money Management, Inc. (FIMM)

Seeks a high level of income by normally investing in investment-grade mortgage-related securities and repurchase agreements for those securities.

Delayed Delivery & When Issued Securities

Futures

Repurchase Agreements

Swap Agreements

Fidelity Specialized High Income Central Fund

FMR Co., Inc. (FMRC)

Seeks a high level of current income by normally investing in income-producing debt securities with an emphasis on lower-quality debt securities.

Repurchase Agreements

Restricted Securities

Loans & Direct Instruments

An unaudited holdings listing for each Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through each fund's investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds which contain the significant accounting policies (including security valuation policies) of those funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events, changes in interest rates and credit

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of August 31, 2010, for the Fund's investments, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, foreign government and government agency obligations, municipal securities, preferred securities, supranational obligations and U.S. government and government agency obligations, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. For asset backed securities, collateralized mortgage obligations, commercial mortgage securities, and U.S. government agency mortgage securities, pricing services utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and, accordingly, such securities are generally categorized as Level 2 in the hierarchy. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates fair value and are categorized as Level 2 in the hierarchy.

Swaps are marked-to-market daily based on valuations from independent pricing services or dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Pricing services utilize matrix pricing which considers comparisons to interest rate curves, credit spread curves, default possibilities and recovery rates and, as a result, swaps are generally categorized as Level 2 in the hierarchy.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Security Valuation - continued

When independent prices are unavailable or unreliable, debt securities and swaps may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted to the rate of inflation. Interest is accrued based on the principal value, which is adjusted for inflation. The adjustments to principal due to inflation are reflected as increases or decreases to interest income even though principal is not received until maturity. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability 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 amongst each fund in the Trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Annual Report

3. Significant Accounting Policies - continued

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of August 31, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

Book-tax differences are primarily due to swap agreements, market discount, partnerships (including allocations from Fidelity Central Fund), deferred trustees compensation, financing transactions, capital loss carryforwards, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation

$ 355,175

Gross unrealized depreciation

(70,981)

Net unrealized appreciation (depreciation)

$ 284,194

 

 

Tax Cost

$ 8,073,767

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 6,705

Capital loss carryforward

$ (488,600)

Net unrealized appreciation (depreciation)

$ 233,100

The tax character of distributions paid was as follows:

 

August 31, 2010

August 31, 2009

Ordinary Income

$ 247,482

$ 394,409

4. Operating Policies.

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

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

Annual Report

4. Operating Policies - continued

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

5. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund uses derivative instruments (derivatives), including swap agreements, in order to meet its investment objectives. The strategy is to use derivatives to increase returns, to gain exposure to certain types of assets and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives may increase or decrease its exposure to the following risks:

Credit Risk

Credit risk relates to the ability of the issuer to a financial instrument to make further principal or interest payments on an obligation or commitment that it has entered into with the Fund.

Interest Rate Risk

Interest rate risk relates to the fluctuations in the value of interest-bearing securities due to changes in the prevailing levels of market interest rates.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to sell the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain over-the-counter derivatives, the Fund attempts to reduce its exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association (ISDA) Master Agreement on a bilateral basis with each of its counterparties. The ISDA Master Agreement gives each counterparty the right to terminate all transactions traded under such agreement if there is a certain deterioration in the credit quality of the other party. The ISDA Master Agreement gives the Fund the right, upon an event of default by the applicable counterparty or a termination of the agreement, to close out all transactions traded under such agreement

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

5. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

and to net amounts owed under each transaction to one net payable by one party to the other. To mitigate counterparty credit risk, the Fund offsets certain payables and/or receivables with collateral. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with the Fund's custodian bank in accordance with the collateral agreements entered into between the Fund, the swap counterparty and the Fund's custodian bank and, if required, is identified in the Schedule of Investments. The Fund could experience delays and costs in gaining access to the collateral even though it is held by the Fund's custodian bank. The Fund's maximum risk of loss from counterparty credit risk is generally the aggregate unrealized appreciation and unpaid counterparty fees in excess of any collateral pledged by the counterparty to the Fund. Risk of loss may exceed the amounts recognized in the Statement of Assets and Liabilities.

Net Realized Gain (Loss) and Change in Net Unrealized Appreciation (Depreciation) on Derivatives. The table below, which reflects the impacts of derivatives on the financial performance of the Fund, summarizes the net realized gain (loss) and change in net unrealized appreciation (depreciation) for derivatives during the period.

Risk Exposure / Derivative Type

Net Realized Gain (Loss)

Change in Net
Unrealized
Appreciation
(Depreciation)

Credit Risk

 

 

Swap Agreements

$ (12,608)

$ 18,664

Interest Rate Risk

 

 

Swap Agreements

10,529

2,784

Totals (a)

$ (2,079)

$ 21,448

(a) A summary of the value of derivatives by risk exposure as of period end, if any, is included at the end of the Schedule of Investments and is representative of activity for the period.

Swap Agreements. A swap agreement (swap) is a contract between two parties to exchange future cash flows at periodic intervals based on a notional principal amount.

Details of swaps open at period end, if any, are included in the Schedule of Investments under the caption "Swap Agreements." Swaps are marked-to-market daily and changes in value are recorded as unrealized appreciation or (depreciation) and reflected in the Statement of Assets and Liabilities. Any upfront payments made or received upon entering a swap to compensate for differences between stated terms of the agreement and prevailing market conditions (e.g. credit spreads, interest rates or other factors) are recorded as realized gain or (loss) ratably over the term of the swap. Payments are exchanged at specified intervals, accrued daily commencing with the effective date of

Annual Report

5. Derivative Instruments - continued

Swap Agreements - continued

the contract and recorded as realized gain or (loss). Realized gain or (loss) is also recorded in the event of an early termination of a swap. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on swaps during the period is included in the Statement of Operations.

Risks of loss may include credit risk and interest rate risk. In addition, there is the risk of failure by the counterparty to perform under the terms of the agreement and lack of liquidity in the market.

Interest Rate Swaps. Interest rate swaps are agreements between counterparties to exchange cash flows, one based on a fixed rate, and the other on a floating rate. The Fund entered into interest rate swaps to manage its exposure to interest rate changes. Changes in interest rates can have an effect on both the value of bond holdings as well as the amount of interest income earned. In general, the value of bonds can fall when interest rates rise and can rise when interest rates fall.

Credit Default Swaps. Credit default swaps enable the Fund to buy or sell protection on a debt security or a basket of securities against a defined credit event. Under the terms of a credit default swap the buyer of protection (buyer) receives credit protection in exchange for making periodic payments to the seller of protection (seller) based on a fixed percentage applied to a notional principal amount. In return for these payments, the seller acts as a guarantor of the creditworthiness of a reference obligation. The Fund entered into credit default swaps as a seller to gain credit exposure to an issuer and/or as a buyer to provide a measure of protection against defaults of an issuer. The issuer may be either a single issuer or a "basket" of issuers. Periodic payments are made over the life of the contract provided that no credit event occurs.

For credit default swaps on most corporate and sovereign issuers, credit events include bankruptcy, failure to pay, obligation acceleration or repudiation/moratorium. For credit default swaps on corporate or sovereign issuers, the obligation that may be put to the seller is not limited to the specific reference obligation described in the Schedule of Investments. For credit default swaps on asset-backed securities, a credit event may be triggered by events such as failure to pay principal, maturity extension, rating downgrade or write-down. For credit default swaps on asset-backed securities, the reference obligation described represents the security that may be put to the seller.

As a seller, if an underlying credit event occurs, the Fund will either pay the buyer an amount equal to the notional amount of the swap and take delivery of the reference obligation or underlying securities comprising an index or pay a net settlement amount of cash equal to the notional amount of the swap less the recovery value of the reference obligation or underlying securities comprising an index.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

5. Derivative Instruments - continued

Credit Default Swaps - continued

As a buyer, if an underlying credit event occurs, the Fund will either receive from the seller an amount equal to the notional amount of the swap and deliver the reference obligation or underlying securities comprising an index or receive a net settlement amount of cash equal to the notional amount of the swap less the recovery value of the reference obligation or underlying securities comprising an index.

Typically, the value of each credit default swap and credit rating disclosed for each reference obligation in the Schedule of Investments, where the Fund is the seller, can be used as measures of the current payment/performance risk of the swap. As the value of the swap changes as a positive or negative percentage of the total notional amount, the payment/performance risk may decrease or increase, respectively. Any current or future declines in the value of the swap may be partially offset by upfront payments received by the Fund as the seller, if applicable. In addition to these measures, FMR monitors a variety of factors including cash flow assumptions, market activity and market sentiment as part of its ongoing process of assessing payment/performance risk.

The notional amount of credit default swaps is included in the Schedule of Investments and approximates the maximum potential amount of future payments that the Fund could be required to make if the Fund is the sellers and a credit event were to occur. The total notional amount of all credit default swaps open at period end where the Fund is the sellers amounted to $92,614 representing 1.21% of net assets.

6. Purchases and Sales of Investments.

Purchases and sales of securities, including the Fixed-Income Central Funds, other than short-term securities, U.S. government securities and liquidations executed in-kind from Affiliated Central Funds, aggregated $845,147 and $1,573,168, respectively.

7. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .20% of the Fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .32% of the Fund's average net assets.

Annual Report

7. Fees and Other Transactions with Affiliates - continued

Management Fee and Expense Contract - continued

In addition, under the expense contract, FMR pays all class-level expenses for Investment Grade Bond, so that the total expenses, except the compensation of the independent Trustees and certain other expenses such as interest expense, including commitment fees do not exceed .45% of the Class' average net assets. This agreement does not apply to any of the other classes and any change or modification that would increase expenses can only be made with shareholder approval.

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

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

$ 378

$ 5

Class T

0%

.25%

117

2

Class B

.65%

.25%

101

75

Class C

.75%

.25%

303

90

 

 

 

$ 899

$ 172

Sales Load. FDC receives a front-end sales charge of up to 4.00% for selling Class A shares and Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, .75% for certain purchases of Class A shares (.75% to .50% prior to July 12, 2010) and .25% for certain purchases of Class T shares.

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

 

Retained
by FDC

Class A

$ 20

Class T

3

Class B*

19

Class C*

8

 

$ 50

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

7. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of each respective class of the Fund, with the exception of Investment Grade Bond. FIIOC receives an asset-based fee of .10% of Investment Grade Bond's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, each class paid the following transfer agent fees:

 

Amount

% of
Average
Net Assets

Class A

$ 254

.17

Class T

93

.20

Class B

29

.26

Class C

53

.17

Investment Grade Bond

6,543

.10

Institutional Class

39

.15

 

$ 7,011

 

Fundwide Operations Fee. Pursuant to the Fundwide Operations and Expense Agreement (FWOE), FMR has agreed to provide for fund level expenses (which do not include transfer agent, Rule 12b-1 fees, compensation of the independent Trustees, interest (including commitment fees), taxes or extraordinary expenses, if any) in return for a FWOE fee equal to .35% less the total amount of the management fee. The FWOE paid by the Fund is reduced by an amount equal to the fees and expenses paid to the independent Trustees. For the period, the FWOE fee was equivalent to an annual rate of .03% of average net assets.

Other Affiliated Transactions. On September 25, 2009, the Fidelity Corporate Bond 1-5 Year Central Fund ("1-5 Year"), a Fidelity Central Fund in which the Fund was invested, was liquidated pursuant to a Plan of Liquidation and Dissolution approved by its Board. Under the plan, 1-5 Year distributed in-kind all of its net assets to its shareholders pro rata at its net asset value (NAV) per share as of the close of business on the liquidation date. As a result, the Fund received cash and securities, including accrued interest, of $137,142 in return for 1,323 shares of 1-5 Year. Because 1-5 Year was a partnership for federal income tax purposes, the liquidation generally was tax free to the Fund.

Annual Report

8. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $26 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

9. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received 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. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of interest income. Net income from lending portfolio securities during the period amounted to $65.

10. Expense Reductions.

Through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $1.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended August 31,

2010

2009

From net investment income

 

 

Class A

$ 5,063

$ 5,369

Class T

1,546

2,156

Class B

292

385

Class C

783

714

Investment Grade Bond

238,838

384,500

Institutional Class

960

1,285

Total

$ 247,482

$ 394,409

12. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended August 31,

2010

2009

2010

2009

Class A

 

 

 

 

Shares sold

9,628

12,007

$ 69,206

$ 77,884

Issued in exchange for shares of Capital One Total Return Bond Fund

-

5,452

-

33,750

Reinvestment of distributions

439

589

3,155

3,815

Shares redeemed

(7,903)

(8,595)

(56,412)

(56,322)

Net increase (decrease)

2,164

9,453

$ 15,949

$ 59,127

Class T

 

 

 

 

Shares sold

2,791

2,526

$ 20,026

$ 16,379

Reinvestment of distributions

197

317

1,416

2,049

Shares redeemed

(2,638)

(3,788)

(18,750)

(24,703)

Net increase (decrease)

350

(945)

$ 2,692

$ (6,275)

Class B

 

 

 

 

Shares sold

693

866

$ 4,986

$ 5,609

Reinvestment of distributions

31

46

222

299

Shares redeemed

(735)

(629)

(5,261)

(4,088)

Net increase (decrease)

(11)

283

$ (53)

$ 1,820

Class C

 

 

 

 

Shares sold

2,029

2,885

$ 14,572

$ 18,675

Reinvestment of distributions

82

82

591

536

Shares redeemed

(1,356)

(1,039)

(9,700)

(6,752)

Net increase (decrease)

755

1,928

$ 5,463

$ 12,459

Annual Report

12. Share Transactions - continued

 

Shares

Dollars

Years ended August 31,

2010

2009

2010

2009

Investment Grade Bond

 

 

 

 

Shares sold

332,220

391,488

$ 2,382,429

$ 2,540,236

Reinvestment of distributions

31,428

55,275

225,823

356,433

Shares redeemed

(243,762)

(1,008,022)

(1,742,304)

(6,466,380)

Net increase (decrease)

119,886

(561,259)

$ 865,948

$ (3,569,711)

Institutional Class

 

 

 

 

Shares sold

2,015

1,621

$ 14,647

$ 10,522

Reinvestment of distributions

111

166

796

1,078

Shares redeemed

(1,978)

(2,764)

(14,226)

(17,757)

Net increase (decrease)

148

(977)

$ 1,217

$ (6,157)

13. Other.

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

14. Credit Risk.

The Fund invests a portion of its assets in structured securities of issuers backed by residential mortgage loans, credit card receivables and automotive loans. The value and related income of these securities is sensitive to changes in economic conditions, including delinquencies and/or defaults.

15. Merger Information.

On November 21, 2008, the Fund acquired all of the assets and assumed all of the liabilities (other than any deferred, accrued or prepaid expenses) of Capital One Total Return Bond Fund pursuant to an agreement and plan of reorganization approved by the Board of Trustees on June 19, 2008. The acquisition was accomplished by an exchange of 5,452 shares of Class A of the Fund for 3,655 shares then outstanding (value at $9.23 per share) of Capital One Total Return Bond Fund. The reorganization qualified as a tax-free reorganization for federal income tax purposes with no gain or loss recognized to the funds or their shareholders. The Capital One Total Return Bond Fund's net assets were combined with the Fund's net assets of $8,459,080 for total net assets after the acquisition of $8,492,830.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Fixed-Income Trust and the Shareholders of Fidelity Investment Grade Bond 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 Investment Grade Bond Fund (a fund of Fidelity Fixed-Income Trust) at August 31, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Investment Grade Bond Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 21, 2010

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, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 189 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. 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.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Kenneth L. Wolfe serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may invest in Fidelity funds that are overseen by such other Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations and Audit Committees. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Abigail P. Johnson (48)

 

Year of Election or Appointment: 2009

Ms. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

James C. Curvey (75)

 

Year of Election or Appointment: 2007

Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

* 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.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Albert R. Gamper, Jr. (68)

 

Year of Election or Appointment: 2006

Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). He also served as President and Chief Executive Officer of Tyco Capital Corporation (2001-2002). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System. Previously, Mr. Gamper served as Chairman of the Board of Governors, Rutgers University (2004-2007).

Robert F. Gartland (58)

 

Year of Election or Appointment: 2010

Mr. Gartland is a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-present) and is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).

Arthur E. Johnson (63)

 

Year of Election or Appointment: 2008

Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present) and AGL Resources, Inc. (holding company). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson and Ms. Abigail P. Johnson are not related.

Michael E. Kenneally (56)

 

Year of Election or Appointment: 2009

Previously, Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity Fixed Income and Asset Allocation Funds (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003-2005). Mr. Kenneally was a Director of the Credit Suisse Funds (U.S. mutual funds, 2004-2008) and certain other closed-end funds (2004-2005) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (69)

 

Year of Election or Appointment: 2007

Mr. Keyes serves as a member of the Boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, since 1998). Prior to his retirement, Mr. Keyes served as Chairman and Chief Executive Officer of Johnson Controls (automotive, building, and energy, 1998-2002) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (63)

 

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. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is an Honorary Trustee of the Brookings Institution and a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California and the Foundation Board of the School of Architecture at the University of Virginia (2007-present). Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).

Kenneth L. Wolfe (71)

 

Year of Election or Appointment: 2005

Mr. Wolfe is Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2008-present). Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Executive Officers:

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

Name, Age; Principal Occupation

John R. Hebble (52)

 

Year of Election or Appointment: 2008

President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present), Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments.

Boyce I. Greer (54)

 

Year of Election or Appointment: 2005

Vice President of Fidelity's Fixed Income Funds and Asset Allocation Funds (2005). Mr. Greer is also a Trustee of other investment companies advised by FMR. Mr. Greer is President of The North Carolina Capital Management Trust: Cash and Term Portfolio (2003-present), the Asset Allocation Division (2008-present), President and a Director of Strategic Advisers, Inc. (2008-present), President of FIMM 130/30 LLC (2008-present), Director of Ballyrock Investment Advisors LLC (2006-present), and an Executive Vice President of FMR (2005-present). Previously, Mr. Greer served as Executive Vice President of FMR Co., Inc. (2005-2009), President and Director of Fidelity Investments Money Management, Inc. (2007-2009) and as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005).

Christopher P. Sullivan (56)

 

Year of Election or Appointment: 2009

Vice President of Fidelity's Bond Funds. Mr. Sullivan also serves as President of Fidelity's Bond Division (2009-present). Mr. Sullivan is Executive Vice President of Fidelity Investments Money Management, Inc. (2009-present), and a Director of Fidelity Management & Research (U.K.) Inc. (2010-present). Previously, Mr. Sullivan served as Managing Director, Co-Head of U.S. Fixed Income at Goldman Sachs Asset Management (2001-2009).

Christine J. Thompson (52)

 

Year of Election or Appointment: 2010

Vice President of Fidelity's Bond Funds. Ms. Thompson also serves as Chief Investment Officer of FMR's Bond Group (2010-present) and is an employee of Fidelity Investments. Previously, Ms. Thompson served as Director of Municipal Bond Portfolio Managers (2002-2010).

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

David J. Carter (37)

 

Year of Election or Appointment: 2010

Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Carter also serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2005-present).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (51)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Michael H. Whitaker (43)

 

Year of Election or Appointment: 2008

Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker also serves as Chief Compliance Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present). Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Jeffrey S. Christian (48)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Stephanie J. Dorsey (41)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Deberghes also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2009

Assistant Treasurer of the Fidelity Fixed Income and Asset Allocation Funds. Mr. Robins also serves as President and Treasurer of other Fidelity funds (2008-present; 2010-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Annual Report

Distributions (Unaudited)

A total of 16.66% 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 designates $155,721,078 of distributions paid during the period January 1, 2010, to August 31, 2010 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2011 of amounts for use in preparing 2010 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

fid264For mutual fund and brokerage trading.

fid266For quotes.*

fid268For account balances and holdings.

fid270To review orders and mutual
fund activity.

fid272To change your PIN.

fid274fid276To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

Annual Report

To Write Fidelity

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

(letter_graphic)

Making Changes
To Your Account

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

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

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

General Correspondence

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

(letter_graphic)

For Retirement
Accounts

Buying shares

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

Selling shares

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

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

General Correspondence

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

Annual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

17550 North 75th Avenue
Glendale, AZ

5330 E. Broadway Blvd
Tucson, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

601 Larkspur Landing Circle
Larkspur, CA

2000 Avenue of the Stars
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16656 Bernardo Ctr. Drive
Rancho Bernardo, CA

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

398 West El Camino Real
Sunnyvale, CA

111 South Westlake Blvd
Thousand Oaks, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6326 Canoga Avenue
Woodland Hills, CA

2211 Michelson Drive
Irvine, CA

Colorado

281 East Flatiron Circle
Broomfield, CO

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

1261 Post Road
Fairfield, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

175 East Altamonte Drive
Altamonte Springs, FL

1400 Glades Road
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

8880 Tamiami Trail, North
Naples, FL

230 Royal Palm Way
Palm Beach, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3242 Peachtree Road
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

401 North Michigan Avenue
Chicago, IL

One Skokie Valley Road
Highland Park, IL

1415 West 22nd Street
Oak Brook, IL

15105 S LaGrange Road
Orland Park, IL

1572 East Golf Road
Schaumburg, IL

1823 Freedom Drive
Naperville, IL

Indiana

8480 Keystone Crossing
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

610 York Road
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

200 Endicott Street
Danvers, MA

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

Annual Report

405 Cochituate Road
Framingham, MA

551 Boston Turnpike
Shrewsbury, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 N. Old Woodward Ave.
Birmingham, MI

30200 Northwestern Hwy.
Farmington Hills, MI

43420 Grand River Avenue
Novi, MI

3480 28th Street
Grand Rapids, MI

2425 S. Linden Road STE E
Flint, MI

Minnesota

7740 France Avenue South
Edina, MN

8342 3rd Street North
Oakdale, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

501 Route 73 South
Marlton, NJ

150 Essex Street
Millburn, NJ

35 Morris Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New Mexico

2261 Q Street NE
Albuquerque, NM

New York

1130 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

3349 Monroe Avenue
Rochester, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

1800 Crocker Road
Westlake, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

10 Memorial Boulevard
Providence, RI

Tennessee

3018 Peoples Street
Johnson City, TN

7628 West Farmington Blvd.
Germantown, TN

2035 Mallory Lane
Franklin, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

1701 Lake Robbins Drive
The Woodlands, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

1576 East Southlake Blvd.
Southlake, TX

15600 Southwest Freeway
Sugar Land, TX

139 N. Loop 1604 East
San Antonio, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

11957 Democracy Drive
Reston, VA

Washington

10500 NE 8th Street
Bellevue, WA

1518 6th Avenue
Seattle, WA

304 Strander Blvd
Tukwila, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

16020 West Bluemound Road
Brookfield, WI

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Research & Analysis Company

Fidelity Investments Money
Management, Inc.

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

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

Fidelity Automated Service
Telephone (FAST®) fid135
1-800-544-5555

fid135
Automated line for quickest service

IGB-UANN-1010
1.784722.108

fid280

(Fidelity Investment logo)(registered trademark)
Fidelity AdvisorSM
Investment Grade Bond
Fund - Class A, Class T, Class B
and Class C

Annual Report

August 31, 2010

Class A, Class T, Class B, and Class C are classes of Fidelity® Investment Grade
Bond Fund

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion of Fund Performance

<Click Here>

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

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

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

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

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

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Abigail_P_Johnson)

Dear Shareholder:

A yearlong uptrend in global equity markets reversed course in late April 2010 when investor sentiment turned bearish due in great measure to concern that Europe's debt crisis would expand and slow or derail economic recovery. However, a bounceback in July helped to recover some of the ground that was lost. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

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

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

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

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

Sincerely,


(The chairman's signature appears here.)

Abigail P. Johnson

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended August 31, 2010

Past 1
year

Past 5
years

Past 10
years

  Class A (incl. 4.00% sales charge) A

7.61%

3.48%

5.12%

  Class T (incl. 4.00% sales charge) B

7.42%

3.43%

5.06%

  Class B (incl. contingent deferred sales charge) C

6.26%

3.20%

5.00%

  Class C (incl. contingent deferred sales charge) D

10.24%

3.50%

4.88%

A As of April 1, 2007, Class A shares bear a 0.25% 12b-1 fee. The initial offering of Class A shares took place on August 27, 2002. Returns between August 27, 2002 and March 31, 2007 reflect a 0.15% 12b-1 fee. Returns prior to August 27, 2002 are those of Fidelity Investment Grade Bond Fund, the original class of the fund, which has no 12b-1 fee. Had Class A shares' current 12b-1 fee been reflected, returns prior to April 1, 2007 would have been lower.

B Class T shares bear a 0.25% 12b-1 fee. The initial offering of Class T shares took place on August 27, 2002. Returns prior to August 27, 2002 are those of Fidelity Investment Grade Bond Fund, the original class of the fund, which has no 12b-1 fee. Had Class T shares' 12b-1 fee been reflected, returns prior to August 27, 2002 would have been lower.

C Class B shares bear a 0.90% 12b-1 fee. The initial offering of Class B shares took place on August 27, 2002. Returns prior to August 27, 2002 are those of Fidelity Investment Grade Bond Fund, the original class of the fund, which has no 12b-1 fee. Had Class B shares' 12b-1 fee been reflected, returns prior to August 27, 2002 would have been lower. Class B shares' contingent deferred sales charges included in the past one year, past five years, and past 10 years total return figures are 5%, 2%, and 0%, respectively.

D Class C shares bear a 1.00% 12b-1 fee. The initial offering of Class C shares took place on August 27, 2002. Returns prior to August 27, 2002 are those of Fidelity Investment Grade Bond Fund, the original ,class of the fund, which has no 12b-1 fee. Had Class C shares' 12b-1 fee been reflected, returns prior to August 27, 2002 would have been lower. Class C shares' contingent deferred sales charges included in the past one year, past five years, and past 10 years total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity AdvisorSM Investment Grade Bond Fund - Class A on August 31, 2000, and the current 4.00% sales charge was paid. The chart shows how the value of the investment would have changed, and also shows how the Barclays Capital U.S. Aggregate Bond Index performed over the same period. The initial offering of Class A took place on August 27, 2002. See the previous page for additional information regarding the performance of Class A.

fid368

Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. taxable bonds generated strong results during the 12-month period ending August 31, 2010, as evidenced by the 9.18% advance of the Barclays Capital U.S. Aggregate Bond Index, a broad measure of the domestic investment-grade debt universe. Riskier segments of the market fared best overall, led by corporate bonds and asset-backed securities (ABS). These sectors were big beneficiaries of robust demand from investors seeking attractively priced, higher-yielding investments amid signs of economic stabilization during much of the period. The Barclays Capital U.S. Credit Bond Index rose 12.87% and the Barclays Capital U.S. Fixed-Rate ABS Index returned 10.53%. The Barclays Capital U.S. Treasury Bond Index advanced 8.13%, with most of the gain coming in the second half of the period. That's when investors began to return to the relative safety of U.S. government bonds, as the economic outlook became less certain and worries about inflation receded. Elsewhere, mortgage-backed securities (MBS), bolstered largely by government purchase programs, increased 6.97%, as measured by the Barclays Capital U.S. MBS Index. Government-backed agency securities lagged the broader MBS market, with the Barclays Capital U.S. Agency Bond Index gaining 5.82%. Agency securities initially were constrained by investors' diminished appetite for bonds with lower perceived credit risk, but later were helped by the Federal Reserve's purchases of agency debt.

Comments from Jeffrey Moore, Portfolio Manager of Fidelity AdvisorSM Investment Grade Bond Fund: For the year, the fund's Class A, Class T, Class B and Class C shares rose 12.10%, 11.90%, 11.26% and 11.24%, respectively (excluding sales charges), solidly outpacing the Barclays Capital U.S. Aggregate Bond Index. Early in the year, investors remained highly risk averse. As the period progressed, however, risk tolerance increased markedly, and yield spreads - the premium paid to an investor for owning non-Treasuries - narrowed, boosting returns. The portfolio was very effectively positioned for this market environment. I had a significant overweighting in corporate bonds, on average, where good positioning in financials helped the most. CMBS (commercial mortgage-backed securities) also did quite well. The vast majority of my CMBS holdings were rated AAA, the highest-credit-quality bonds available. Third, the fund was helped by security selection among U.S. government bonds - including an out-of-benchmark stake in TIPS (Treasury Inflation-Protected Securities) - and an overall underweighting in this weak-performing category, along with shifting from an underweighting to an overweighting in Treasuries around mid-period. Lastly, the fund benefited from its underexposure to residential mortgage bonds, which lagged.

Comments from Jeffrey Moore, Portfolio Manager of Fidelity AdvisorSM Investment Grade Bond Fund: For the year, the fund's Institutional Class shares rose 12.38%, solidly outpacing the Barclays Capital U.S. Aggregate Bond Index. Early in the year, investors remained highly risk averse. As the period progressed, however, risk tolerance increased markedly, and yield spreads - the premium paid to an investor for owning non-Treasuries - narrowed, boosting returns. The portfolio was very effectively positioned for this market environment. I had a significant overweighting in corporate bonds, on average, where good positioning in financials helped the most. CMBS (commercial mortgage-backed securities) also did quite well. The vast majority of my CMBS holdings were rated AAA, the highest-credit-quality bonds available. Third, the fund was helped by security selection among U.S. government bonds - including an out-of-benchmark stake in TIPS (Treasury Inflation-Protected Securities) - and an overall underweighting in this weak-performing category, along with shifting from an underweighting to an overweighting in Treasuries around mid-period. Lastly, the fund benefited from its underexposure to residential mortgage bonds, which lagged.

Annual Report

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

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2010 to August 31, 2010).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report

 

Annualized Expense Ratio

Beginning
Account Value
March 1, 2010

Ending
Account Value
August 31, 2010

Expenses Paid
During Period
*
March 1, 2010
to August 31, 2010

Class A

.76%

 

 

 

Actual

 

$ 1,000.00

$ 1,062.00

$ 3.95

HypotheticalA

 

$ 1,000.00

$ 1,021.37

$ 3.87

Class T

.80%

 

 

 

Actual

 

$ 1,000.00

$ 1,060.30

$ 4.15

HypotheticalA

 

$ 1,000.00

$ 1,021.17

$ 4.08

Class B

1.50%

 

 

 

Actual

 

$ 1,000.00

$ 1,058.00

$ 7.78

HypotheticalA

 

$ 1,000.00

$ 1,017.64

$ 7.63

Class C

1.51%

 

 

 

Actual

 

$ 1,000.00

$ 1,057.90

$ 7.83

HypotheticalA

 

$ 1,000.00

$ 1,017.59

$ 7.68

Investment Grade Bond

.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,062.20

$ 2.34

HypotheticalA

 

$ 1,000.00

$ 1,022.94

$ 2.29

Institutional Class

.49%

 

 

 

Actual

 

$ 1,000.00

$ 1,061.90

$ 2.55

HypotheticalA

 

$ 1,000.00

$ 1,022.74

$ 2.50

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Quality Diversification (% of fund's net assets)

As of August 31, 2010

As of February 28, 2010

fid295

U.S. Government and
U.S. Government
Agency Obligations 71.2%

 

fid110

U.S. Government and
U.S. Government
Agency Obligations 62.4%

 

fid298

AAA 6.8%

 

fid300

AAA 8.4%

 

fid302

AA 2.8%

 

fid114

AA 2.9%

 

fid305

A 7.8%

 

fid307

A 9.0%

 

fid309

BBB 11.8%

 

fid118

BBB 15.4%

 

fid312

BB and Below 4.0%

 

fid314

BB and Below 4.6%

 

fid316

Not Rated 0.1%

 

fid318

Not Rated 0.0%

 

fid320

Equities 0.1%

 

fid318

Equities 0.0%

 

fid323

Short-Term
Investments and
Net Other Assets (4.6)%

 

fid122

Short-Term
Investments and
Net Other Assets (2.7)%

 

fid388

We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the report date and do not reflect subsequent downgrades. The information in the above table is based on the combined investments of the fund and its pro-rata share of the investments of Fidelity's fixed-income central fund.

Weighted Average Maturity as of August 31, 2010

 

 

6 months ago

Years

6.3

6.3

Weighted Average Maturity (WAM) is a weighted average of all the maturities of the securities held in a fund. The weighted average maturity is based on the dollar-weighted average length of time until principal payments are expected or until securities reach maturity, taking into account any maturity shortening feature such as a call, refunding or redemption provision if it is probable that the issuer of the instrument will take advantage of such features.

Duration as of August 31, 2010

 

 

6 months ago

Years

4.7

4.2

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

Asset Allocation (% of fund's net assets)

As of August 31, 2010*

As of February 28, 2010**

fid295

Corporate Bonds 22.8%

 

fid110

Corporate Bonds 27.6%

 

fid298

U.S. Government and
U.S. Government
Agency Obligations 71.2%

 

fid300

U.S. Government and
U.S. Government
Agency Obligations 62.4%

 

fid305

Asset-Backed
Securities 2.0%

 

fid307

Asset-Backed
Securities 2.9%

 

fid334

CMOs and Other
Mortgage Related
Securities 8.1%

 

fid336

CMOs and Other
Mortgage Related
Securities 9.3%

 

fid309

Municipal Bonds 0.3%

 

fid118

Municipal Bonds 0.3%

 

fid316

Other Investments 0.2%

 

fid341

Other Investments 0.2%

 

fid323

Short-Term
Investments and
Net Other Assets (4.6)%

 

fid122

Short-Term
Investments and
Net Other Assets (2.7)%

 

* Foreign investments

3.8%

 

** Foreign investments

6.4%

 

* Futures and Swaps

2.9%

 

** Futures and Swaps

4.4%

 

fid404

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

A holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds is available at fidelity.com and/or advisor.fidelity, as applicable.

Annual Report

Investments August 31, 2010

Showing Percentage of Net Assets

Nonconvertible Bonds - 21.1%

 

Principal Amount (000s)

Value (000s)

CONSUMER DISCRETIONARY - 1.8%

Auto Components - 0.0%

DaimlerChrysler NA Holding Corp. 5.875% 3/15/11

$ 2,059

$ 2,114

Diversified Consumer Services - 0.1%

Cornell University 5.45% 2/1/19

4,133

4,904

Household Durables - 0.2%

Fortune Brands, Inc.:

5.375% 1/15/16

2,000

2,180

5.875% 1/15/36

1,636

1,659

6.375% 6/15/14

9,540

10,800

 

14,639

Media - 1.4%

Comcast Corp.:

4.95% 6/15/16

9,366

10,352

5.7% 5/15/18

8,000

9,112

6.55% 7/1/39

6,000

6,958

Discovery Communications LLC:

3.7% 6/1/15

4,740

4,986

6.35% 6/1/40

4,333

4,911

Liberty Media Corp. 8.25% 2/1/30

11,272

10,708

NBC Universal, Inc.:

3.65% 4/30/15 (f)

5,180

5,433

5.15% 4/30/20 (f)

6,847

7,376

6.4% 4/30/40 (f)

5,621

6,312

News America Holdings, Inc. 7.75% 12/1/45

3,549

4,627

News America, Inc. 6.15% 3/1/37

3,755

4,127

Time Warner Cable, Inc. 5.85% 5/1/17

11,782

13,441

Time Warner, Inc. 6.2% 3/15/40

12,050

13,284

Viacom, Inc.:

6.125% 10/5/17

2,626

3,080

6.75% 10/5/37

5,000

5,942

 

110,649

Multiline Retail - 0.1%

Target Corp. 3.875% 7/15/20

5,104

5,354

TOTAL CONSUMER DISCRETIONARY

137,660

CONSUMER STAPLES - 1.2%

Beverages - 0.2%

Anheuser-Busch InBev Worldwide, Inc. 5.375% 11/15/14 (f)

5,675

6,360

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

CONSUMER STAPLES - continued

Beverages - continued

Diageo Capital PLC 5.2% 1/30/13

$ 1,782

$ 1,945

FBG Finance Ltd. 5.125% 6/15/15 (f)

6,502

7,178

 

15,483

Food & Staples Retailing - 0.1%

CVS Caremark Corp. 6.302% 6/1/37 (l)

8,461

7,763

Food Products - 0.4%

Kraft Foods, Inc.:

5.375% 2/10/20

6,374

7,089

5.625% 11/1/11

2,298

2,421

6.25% 6/1/12

3,588

3,898

6.5% 8/11/17

5,912

7,059

6.875% 2/1/38

6,627

8,193

 

28,660

Tobacco - 0.5%

Altria Group, Inc.:

9.25% 8/6/19

6,587

8,638

9.7% 11/10/18

6,979

9,237

Reynolds American, Inc.:

6.75% 6/15/17

8,966

10,057

7.25% 6/15/37

13,188

14,049

 

41,981

TOTAL CONSUMER STAPLES

93,887

ENERGY - 1.8%

Energy Equipment & Services - 0.2%

DCP Midstream LLC 5.35% 3/15/20 (f)

6,231

6,726

Weatherford International Ltd.:

5.15% 3/15/13

1,223

1,309

9.625% 3/1/19

4,130

5,422

 

13,457

Oil, Gas & Consumable Fuels - 1.6%

Anadarko Petroleum Corp. 6.375% 9/15/17

6,411

6,344

Apache Corp. 5.1% 9/1/40

6,062

6,271

Canadian Natural Resources Ltd. 5.9% 2/1/18

1,670

1,941

Cenovus Energy, Inc. 6.75% 11/15/39

2,502

3,074

Delek & Avner-Yam Tethys Ltd. 5.326% 8/1/13 (f)

223

225

Duke Energy Field Services 6.875% 2/1/11

1,383

1,416

EnCana Corp. 6.3% 11/1/11

2,854

3,015

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Kinder Morgan Energy Partners LP 6.55% 9/15/40

$ 2,205

$ 2,466

Motiva Enterprises LLC:

5.75% 1/15/20 (f)

2,462

2,833

6.85% 1/15/40 (f)

9,240

11,489

Nakilat, Inc. 6.067% 12/31/33 (f)

7,325

8,058

Nexen, Inc. 5.05% 11/20/13

3,969

4,304

Pemex Project Funding Master Trust 1.1363% 12/3/12 (f)(l)

7,003

6,959

Petro-Canada 6.05% 5/15/18

2,460

2,868

Petrobras International Finance Co. Ltd.:

5.75% 1/20/20

16,475

17,659

6.875% 1/20/40

17,995

19,750

Ras Laffan Liquefied Natural Gas Co. Ltd. III:

4.5% 9/30/12 (f)

3,501

3,686

5.5% 9/30/14 (f)

4,894

5,408

6.75% 9/30/19 (f)

3,203

3,821

Suncor Energy, Inc. 6.1% 6/1/18

7,564

8,835

TransCanada PipeLines Ltd. 3.4% 6/1/15

1,806

1,908

Transcontinental Gas Pipe Line Corp. 6.4% 4/15/16

2,389

2,801

 

125,131

TOTAL ENERGY

138,588

FINANCIALS - 11.2%

Capital Markets - 2.0%

Goldman Sachs Group, Inc.:

3.7% 8/1/15

4,364

4,418

5.95% 1/18/18

6,036

6,536

6.15% 4/1/18

5,599

6,117

6.75% 10/1/37

5,714

5,850

7.5% 2/15/19

3,514

4,101

Janus Capital Group, Inc. 6.125% 9/15/11 (d)

3,420

3,460

JPMorgan Chase Capital XVII 5.85% 8/1/35

2,280

2,200

JPMorgan Chase Capital XX 6.55% 9/29/36

21,862

21,794

Lazard Group LLC:

6.85% 6/15/17

3,087

3,286

7.125% 5/15/15

9,694

10,447

Merrill Lynch & Co., Inc. 6.875% 4/25/18

18,880

20,786

Morgan Stanley:

0.8299% 1/9/14 (l)

21,982

20,508

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Capital Markets - continued

Morgan Stanley: - continued

4.1% 1/26/15

$ 6,270

$ 6,399

6% 5/13/14

8,475

9,238

6.625% 4/1/18

10,000

10,993

7.3% 5/13/19

5,986

6,808

UBS AG Stamford Branch 3.875% 1/15/15

10,400

10,746

 

153,687

Commercial Banks - 1.7%

American Express Centurion Bank 5.2% 11/26/10

697

704

Bank of America NA:

5.3% 3/15/17

7,685

7,874

6% 10/15/36

4,808

4,897

BB&T Capital Trust IV 6.82% 6/12/77 (l)

731

709

Credit Suisse (Guernsey) Ltd. 5.86% (l)

7,977

7,299

Credit Suisse New York Branch 6% 2/15/18

10,531

11,485

DBS Bank Ltd. (Singapore) 0.5963% 5/16/17 (f)(l)

1,901

1,840

Discover Bank:

7% 4/15/20

3,177

3,399

8.7% 11/18/19

7,448

8,801

Export-Import Bank of Korea 5.25% 2/10/14 (f)

4,263

4,637

Fifth Third Bancorp:

4.5% 6/1/18

2,107

2,083

8.25% 3/1/38

2,988

3,562

HBOS PLC 6.75% 5/21/18 (f)

3,829

3,745

HSBC Holdings PLC:

0.7336% 10/6/16 (l)

907

867

6.5% 9/15/37

2,956

3,415

JPMorgan Chase Bank 6% 10/1/17

7,500

8,461

KeyBank NA:

5.8% 7/1/14

5,229

5,709

6.95% 2/1/28

1,344

1,441

KeyBank NA, Cleveland 5.45% 3/3/16

2,744

2,931

Korea Development Bank 5.75% 9/10/13

4,034

4,409

Manufacturers & Traders Trust Co. 2.033% 4/1/13 (f)(l)

572

562

Marshall & Ilsley Bank:

4.85% 6/16/15

2,862

2,718

5% 1/17/17

3,648

3,460

5.25% 9/4/12

2,120

2,152

PNC Funding Corp.:

0.615% 1/31/12 (l)

888

885

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Commercial Banks - continued

PNC Funding Corp.: - continued

3.625% 2/8/15

$ 1,941

$ 2,040

Regions Bank 6.45% 6/26/37

7,146

6,315

Regions Financial Corp.:

5.75% 6/15/15

1,371

1,393

7.75% 11/10/14

5,895

6,358

Sovereign Bank 2.1756% 8/1/13 (l)

1,297

1,223

Standard Chartered Bank 6.4% 9/26/17 (f)

4,086

4,576

Wachovia Corp.:

0.6363% 4/23/12 (l)

151

150

4.875% 2/15/14

1,057

1,124

Wells Fargo & Co. 3.75% 10/1/14

7,790

8,210

 

129,434

Consumer Finance - 0.3%

Capital One Bank USA NA 8.8% 7/15/19

2,806

3,556

Capital One Financial Corp. 5.7% 9/15/11

3,508

3,652

Discover Financial Services 10.25% 7/15/19

4,737

5,966

Household Finance Corp. 6.375% 10/15/11

1,155

1,220

HSBC Finance Corp. 5.25% 1/14/11

818

831

SLM Corp.:

0.7278% 10/25/11 (l)

2,316

2,203

0.7371% 3/15/11 (l)

667

660

0.7978% 1/27/14 (l)

1,322

1,079

5% 10/1/13

490

462

 

19,629

Diversified Financial Services - 1.8%

Bank of America Corp. 5.75% 12/1/17

11,468

12,141

BP Capital Markets PLC 3.625% 5/8/14

6,337

6,289

Citigroup, Inc.:

5.375% 8/9/20

10,000

10,100

5.5% 4/11/13

25,084

26,633

6.125% 11/21/17

3,500

3,783

6.125% 5/15/18

18,795

20,292

6.5% 1/18/11

532

543

6.5% 8/19/13

1,650

1,805

JPMorgan Chase & Co.:

4.891% 9/1/15 (l)

2,465

2,452

4.95% 3/25/20

11,136

11,774

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Diversified Financial Services - continued

Prime Property Funding, Inc.:

5.125% 6/1/15 (f)

$ 7,691

$ 7,508

5.35% 4/15/12 (f)

1,917

1,967

5.5% 1/15/14 (f)

5,645

5,707

Teachers Insurance & Annuity Association of America 6.85% 12/16/39 (f)

7,300

9,165

TECO Finance, Inc.:

4% 3/15/16

1,803

1,886

5.15% 3/15/20

2,590

2,830

7% 5/1/12

3,093

3,348

Volkswagen International Finance NV 4% 8/12/20 (f)

3,813

3,948

ZFS Finance USA Trust II 6.45% 12/15/65 (f)(l)

4,425

4,071

ZFS Finance USA Trust IV 5.875% 5/9/62 (f)(l)

1,161

1,040

ZFS Finance USA Trust V 6.5% 5/9/67 (f)(l)

2,033

1,840

 

139,122

Insurance - 1.9%

Allstate Corp. 6.2% 5/16/14

7,535

8,756

Assurant, Inc. 5.625% 2/15/14

5,039

5,377

Axis Capital Holdings Ltd. 5.75% 12/1/14

7,868

8,446

Great-West Life & Annuity Insurance Co. 7.153% 5/16/46 (f)(l)

13,028

12,311

Liberty Mutual Group, Inc.:

6.7% 8/15/16 (f)

9,346

10,187

10.75% 6/15/88 (f)(l)

5,039

5,606

Lincoln National Corp. 7% 5/17/66 (l)

1,423

1,295

Massachusetts Mutual Life Insurance Co. 8.875% 6/1/39 (f)

6,576

9,363

MetLife, Inc.:

5.875% 2/6/41

2,120

2,319

6.125% 12/1/11

535

566

6.75% 6/1/16

5,620

6,622

Metropolitan Life Global Funding I:

5.125% 11/9/11 (f)

4,449

4,640

5.125% 4/10/13 (f)

7,041

7,670

5.125% 6/10/14 (f)

4,961

5,497

Monumental Global Funding II 5.65% 7/14/11 (f)

4,763

4,892

New York Life Global Funding 4.65% 5/9/13 (f)

5,732

6,212

New York Life Insurance Co. 6.75% 11/15/39 (f)

3,220

4,115

Northwestern Mutual Life Insurance Co. 6.063% 3/30/40 (f)

3,480

4,112

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Insurance - continued

Pacific Life Global Funding 5.15% 4/15/13 (f)

$ 5,929

$ 6,378

Pacific Life Insurance Co. 9.25% 6/15/39 (f)

7,366

9,497

Prudential Financial, Inc.:

4.75% 9/17/15

9,207

9,876

7.375% 6/15/19

2,170

2,641

Symetra Financial Corp. 6.125% 4/1/16 (f)

6,139

6,332

 

142,710

Real Estate Investment Trusts - 0.9%

AvalonBay Communities, Inc.:

5.5% 1/15/12

965

1,018

6.125% 11/1/12

1,454

1,595

Camden Property Trust:

5.375% 12/15/13

2,278

2,454

5.875% 11/30/12

861

924

Developers Diversified Realty Corp.:

5.25% 4/15/11

5,471

5,487

5.375% 10/15/12

4,528

4,522

7.5% 4/1/17

3,286

3,308

9.625% 3/15/16

4,996

5,519

Duke Realty LP:

4.625% 5/15/13

397

412

5.875% 8/15/12

716

752

Equity One, Inc.:

6% 9/15/17

4,072

4,195

6.25% 12/15/14

3,586

3,841

6.25% 1/15/17

2,676

2,799

Federal Realty Investment Trust:

5.4% 12/1/13

3,291

3,574

5.9% 4/1/20

1,740

1,940

6% 7/15/12

1,979

2,123

6.2% 1/15/17

1,522

1,720

HRPT Properties Trust:

5.75% 11/1/15

1,726

1,827

6.65% 1/15/18

3,860

4,140

UDR, Inc. 5.5% 4/1/14

7,998

8,553

United Dominion Realty Trust, Inc. 5.25% 1/15/15

2,175

2,297

Washington (REIT) 5.95% 6/15/11

6,334

6,520

 

69,520

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Real Estate Management & Development - 2.1%

AMB Property LP:

5.9% 8/15/13

$ 5,685

$ 6,060

6.3% 6/1/13

5,773

6,275

BioMed Realty LP 6.125% 4/15/20 (f)

2,345

2,534

Brandywine Operating Partnership LP:

5.625% 12/15/10

13,759

13,894

5.7% 5/1/17

810

821

5.75% 4/1/12

3,996

4,128

Colonial Properties Trust:

4.8% 4/1/11

481

477

5.5% 10/1/15

7,511

7,297

6.875% 8/15/12

2,950

3,046

Colonial Realty LP 6.05% 9/1/16

5,558

5,376

Digital Realty Trust LP 4.5% 7/15/15 (f)

3,342

3,384

Duke Realty LP:

5.4% 8/15/14

6,434

6,784

5.5% 3/1/16

6,313

6,636

5.625% 8/15/11

4,377

4,473

5.95% 2/15/17

1,925

2,064

6.25% 5/15/13

4,720

5,101

6.5% 1/15/18

6,346

6,944

ERP Operating LP:

4.75% 7/15/20

4,679

4,898

5.5% 10/1/12

7,592

8,192

6.625% 3/15/12

1,392

1,496

Liberty Property LP:

5.5% 12/15/16

3,957

4,263

6.375% 8/15/12

2,724

2,925

6.625% 10/1/17

4,247

4,860

Mack-Cali Realty LP 7.75% 2/15/11

1,739

1,781

Post Apartment Homes LP 6.3% 6/1/13

6,854

7,401

Reckson Operating Partnership LP:

5.15% 1/15/11

1,820

1,824

6% 3/31/16

1,534

1,493

Regency Centers LP 6.75% 1/15/12

7,337

7,719

Simon Property Group LP:

4.2% 2/1/15

2,530

2,704

5.1% 6/15/15

3,937

4,398

6.75% 2/1/40

4,075

4,867

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Real Estate Management & Development - continued

Tanger Properties LP:

6.125% 6/1/20

$ 2,993

$ 3,294

6.15% 11/15/15

10,742

11,874

 

159,283

Thrifts & Mortgage Finance - 0.5%

Bank of America Corp.:

3.7% 9/1/15

6,185

6,173

5.65% 5/1/18

18,622

19,363

6.5% 8/1/16

6,800

7,600

First Niagara Financial Group, Inc. 6.75% 3/19/20

5,118

5,618

Independence Community Bank Corp. 2.353% 4/1/14 (l)

3,116

2,998

 

41,752

TOTAL FINANCIALS

855,137

HEALTH CARE - 0.1%

Health Care Providers & Services - 0.1%

Express Scripts, Inc.:

5.25% 6/15/12

5,308

5,663

6.25% 6/15/14

1,951

2,249

 

7,912

INDUSTRIALS - 0.6%

Aerospace & Defense - 0.0%

BAE Systems Holdings, Inc. 6.4% 12/15/11 (f)

521

551

Airlines - 0.5%

American Airlines, Inc. pass-thru trust certificates 6.978% 10/1/12

254

256

Continental Airlines, Inc.:

6.545% 8/2/20

1,541

1,564

6.795% 2/2/20

648

622

Delta Air Lines, Inc. pass-thru trust certificates:

6.821% 8/10/22

7,194

7,391

7.57% 11/18/10

13,914

14,053

U.S. Airways pass-thru trust certificates:

6.85% 7/30/19

3,440

3,256

8.36% 7/20/20

10,742

10,726

 

37,868

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

INDUSTRIALS - continued

Transportation Infrastructure - 0.1%

BNSF Funding Trust I 6.613% 12/15/55 (l)

$ 3,739

$ 3,664

TOTAL INDUSTRIALS

42,083

INFORMATION TECHNOLOGY - 0.1%

Electronic Equipment & Components - 0.1%

Tyco Electronics Group SA:

5.95% 1/15/14

5,883

6,582

6.55% 10/1/17

3,033

3,547

 

10,129

MATERIALS - 0.4%

Chemicals - 0.2%

Dow Chemical Co. 7.6% 5/15/14

16,321

19,028

Metals & Mining - 0.2%

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

5,241

5,781

Rio Tinto Finance (USA) Ltd. 5.875% 7/15/13

7,171

7,982

 

13,763

TOTAL MATERIALS

32,791

TELECOMMUNICATION SERVICES - 1.8%

Diversified Telecommunication Services - 1.3%

AT&T, Inc.:

6.3% 1/15/38

19,696

22,601

6.8% 5/15/36

10,394

12,526

BellSouth Capital Funding Corp. 7.875% 2/15/30

6,382

8,067

British Telecommunications PLC 9.375% 12/15/10 (d)

1,934

1,977

CenturyTel, Inc. 7.6% 9/15/39

4,874

4,749

Deutsche Telekom International Financial BV 5.875% 8/20/13

6,186

6,881

France Telecom SA 7.75% 3/1/11 (d)

2,706

2,801

Sprint Capital Corp.:

6.875% 11/15/28

6,238

5,209

7.625% 1/30/11

5,123

5,213

Telecom Italia Capital SA:

4.875% 10/1/10

3,277

3,288

4.95% 9/30/14

6,637

6,977

5.25% 10/1/15

3,019

3,214

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Telefonica Emisiones SAU:

5.855% 2/4/13

$ 1,612

$ 1,754

5.877% 7/15/19

2,416

2,741

6.221% 7/3/17

1,964

2,238

Verizon Communications, Inc. 6.1% 4/15/18

7,542

8,890

 

99,126

Wireless Telecommunication Services - 0.5%

DIRECTV Holdings LLC/DIRECTV Financing, Inc.:

4.75% 10/1/14

6,274

6,778

5.875% 10/1/19

7,883

8,849

6.35% 3/15/40

2,469

2,725

Sprint Nextel Corp. 6% 12/1/16

12,603

11,768

Vodafone Group PLC 5.5% 6/15/11

3,420

3,544

 

33,664

TOTAL TELECOMMUNICATION SERVICES

132,790

UTILITIES - 2.1%

Electric Utilities - 1.0%

Cleveland Electric Illuminating Co. 5.65% 12/15/13

6,779

7,401

Commonwealth Edison Co. 5.4% 12/15/11

8,675

9,145

EDP Finance BV 6% 2/2/18 (f)

14,961

14,983

Mid-American Energy Co. 5.65% 7/15/12

942

1,016

Oncor Electric Delivery Co. 6.375% 5/1/12

20,436

22,035

Pennsylvania Electric Co. 6.05% 9/1/17

6,168

6,983

PPL Capital Funding, Inc. 6.7% 3/30/67 (l)

9,216

8,640

Progress Energy, Inc. 6% 12/1/39

3,794

4,345

 

74,548

Gas Utilities - 0.1%

Southern Natural Gas Co. 5.9% 4/1/17 (f)

3,626

3,994

Texas Eastern Transmission Corp. 7.3% 12/1/10

3,228

3,278

 

7,272

Independent Power Producers & Energy Traders - 0.4%

Duke Capital LLC 5.668% 8/15/14

7,906

8,805

Exelon Generation Co. LLC 5.35% 1/15/14

6,631

7,297

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

UTILITIES - continued

Independent Power Producers & Energy Traders - continued

PPL Energy Supply LLC:

6.2% 5/15/16

$ 3,175

$ 3,608

6.5% 5/1/18

6,705

7,671

 

27,381

Multi-Utilities - 0.6%

Consolidated Edison Co. of New York, Inc.:

Series 2000 B, 7.5% 9/1/10

377

377

5.7% 6/15/40

2,520

2,879

7.5% 9/1/10

475

475

Dominion Resources, Inc.:

6.3% 9/30/66 (l)

2,051

1,928

7.5% 6/30/66 (l)

4,578

4,670

DTE Energy Co. 7.05% 6/1/11

3,168

3,308

KeySpan Corp. 7.625% 11/15/10

212

215

National Grid PLC 6.3% 8/1/16

8,354

9,794

NiSource Finance Corp.:

5.4% 7/15/14

1,746

1,909

5.45% 9/15/20

1,831

1,962

6.4% 3/15/18

5,675

6,517

7.875% 11/15/10

1,421

1,439

San Diego Gas & Electric Co. 4.5% 8/15/40

4,981

5,043

Wisconsin Energy Corp. 6.25% 5/15/67 (l)

9,628

9,098

 

49,614

TOTAL UTILITIES

158,815

TOTAL NONCONVERTIBLE BONDS

(Cost $1,495,099)

1,609,792

U.S. Government and Government Agency Obligations - 40.6%

 

U.S. Government Agency Obligations - 0.3%

Tennessee Valley Authority 5.25% 9/15/39

19,500

23,250

U.S. Treasury Inflation Protected Obligations - 4.1%

U.S. Treasury Inflation-Indexed Notes:

1.375% 1/15/20

254,253

265,847

2.125% 2/15/40

42,699

48,188

TOTAL U.S. TREASURY INFLATION PROTECTED OBLIGATIONS

314,035

U.S. Government and Government Agency Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Treasury Obligations - 36.2%

U.S. Treasury Bonds:

4.375% 11/15/39

$ 100,910

$ 116,488

4.375% 5/15/40

208,514

240,996

U.S. Treasury Notes:

0.75% 8/15/13 (e)

130,000

130,163

1.75% 4/15/13

908,660

935,077

2.375% 9/30/14

105,000

110,480

2.625% 7/31/14 (i)

712,335

756,689

2.75% 10/31/13 (i)

394,918

419,539

3.625% 2/15/20

50,380

55,465

TOTAL U.S. TREASURY OBLIGATIONS

2,764,897

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $2,958,072)

3,102,182

U.S. Government Agency - Mortgage Securities - 14.4%

 

Fannie Mae - 11.9%

2.593% 6/1/36 (l)

236

247

2.647% 5/1/35 (l)

10,259

10,782

2.949% 2/1/35 (l)

4,386

4,622

3.319% 9/1/35 (l)

4,237

4,424

3.378% 10/1/34 (l)

8,007

8,412

3.407% 10/1/37 (l)

12,373

12,942

3.5% 9/1/25 (g)(h)

4,000

4,147

3.5% 9/1/25 (g)(h)

4,000

4,147

3.5% 9/1/25 (g)

22,000

22,809

3.5% 10/1/25 (g)

4,000

4,130

3.5% 10/1/25 (g)

4,000

4,130

3.549% 8/1/35 (l)

1,361

1,417

4% 9/1/25 (g)

14,000

14,702

4% 9/1/25 (g)

20,000

21,003

4% 9/1/25 (g)

15,000

15,752

4% 8/1/39

7,844

8,133

4.248% 7/1/37 (l)

698

735

4.5% 6/1/25 to 8/1/40 (g)

70,484

74,258

4.5% 9/1/25 (g)

6,000

6,348

4.5% 9/1/40 (g)

12,900

13,548

4.5% 9/1/40 (g)

66,000

69,315

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Fannie Mae - continued

5% 4/1/18 to 6/1/40

$ 73,011

$ 78,116

5% 9/1/25 (g)(h)

3,000

3,190

5% 9/1/25 (g)

21,000

22,331

5% 8/1/40

380

404

5% 8/1/40

660

701

5% 9/1/40 (g)

26,000

27,611

5% 9/1/40 (g)

10,700

11,363

5% 9/1/40 (g)

38,000

40,354

5% 9/1/40

2,390

2,540

5% 9/1/40

600

638

5.5% 12/1/30 to 3/1/40

89,822

96,753

5.5% 9/1/40 (g)(h)

162,000

173,201

6% 7/1/21 to 9/1/39 (g)

64,524

70,315

6% 9/1/40 (g)(h)

3,000

3,230

6% 9/1/40 (g)

15,000

16,151

6.5% 5/1/31 to 9/1/38

16,395

18,158

6.5% 9/1/40 (g)

2,000

2,177

6.5% 9/1/40 (g)

32,000

34,835

TOTAL FANNIE MAE

908,071

Freddie Mac - 1.1%

2.601% 4/1/35 (l)

7,141

7,489

2.661% 4/1/35 (l)

8,897

9,351

2.77% 8/1/35 (l)

8,072

8,463

3.069% 1/1/36 (l)

2,595

2,730

3.141% 10/1/34 (l)

4,371

4,572

3.374% 7/1/35 (l)

2,593

2,688

4.5% 7/1/25 to 4/1/40

4,429

4,691

5% 9/1/39 to 6/1/40

8,746

9,396

5.416% 10/1/35 (l)

309

327

6% 7/1/37

250

271

6% 9/1/40 (g)

20,400

21,927

6.5% 10/1/37 to 1/1/39

12,975

14,108

TOTAL FREDDIE MAC

86,013

Ginnie Mae - 1.4%

4% 9/1/40 (g)

12,000

12,490

4% 9/1/40 (g)

16,000

16,669

4% 9/1/40 (g)

2,000

2,084

4% 9/1/40 (g)

1,800

1,875

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Ginnie Mae - continued

4.5% 3/15/39 to 4/15/40

$ 12,751

$ 13,580

4.5% 9/1/40 (g)

27,000

28,637

4.5% 9/1/40 (g)(h)

8,000

8,485

4.5% 10/1/40 (g)

8,000

8,456

5.5% 12/20/28 to 12/15/38

15,864

17,246

TOTAL GINNIE MAE

109,522

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $1,083,483)

1,103,606

Asset-Backed Securities - 2.0%

 

Accredited Mortgage Loan Trust Series 2005-1 Class M1, 0.7338% 4/25/35 (l)

1,444

829

ACE Securities Corp. Home Equity Loan Trust:

Series 2004-HE1:

Class M1, 1.0138% 3/25/34 (l)

94

90

Class M2, 1.9138% 3/25/34 (l)

275

179

Series 2005-HE2 Class M2, 0.7138% 4/25/35 (l)

154

137

Series 2006-HE2 Class M3, 0.6038% 5/25/36 (l)

16

1

Series 2006-OP1:

Class M4, 0.6338% 4/25/36 (l)

135

5

Class M5, 0.6538% 4/25/36 (l)

34

0 *

Advanta Business Card Master Trust:

Series 2006-A6 Class A6, 0.2963% 9/20/13 (l)

296

294

Series 2006-C1 Class C1, 0.7463% 10/20/14 (l)

82

15

Series 2007-A4 Class A4, 0.2963% 4/22/13 (l)

263

262

Series 2007-D1 Class D, 1.6663% 1/22/13 (f)(l)

6,136

0

Airspeed Ltd. Series 2007-1A Class C1, 2.7759% 6/15/32 (f)(l)

6,122

2,236

Ally Auto Receivables Trust Series 2009-A:

Class A3, 2.33% 6/17/13 (f)

2,720

2,776

Class A4, 3% 10/15/15 (f)

2,700

2,823

Ally Master Owner Trust:

Series 2010-1 Class A, 2.0259% 1/15/15 (f)(l)

13,880

14,147

Series 2010-2 Class A, 4.25% 4/15/17 (f)

8,030

8,471

Series 2010-3 Class A, 2.88% 4/15/15 (f)

6,200

6,368

AmeriCredit Automobile Receivables Trust Series 2005-DA Class A4, 5.02% 11/6/12

84

84

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

AmeriCredit Prime Automobile Receivables Trust:

Series 2007-1:

Class D, 5.62% 9/8/14

$ 812

$ 815

Class E, 6.96% 3/8/16 (f)

3,214

3,080

Series 2007-2M Class A3, 5.22% 6/8/12

34

34

Ameriquest Mortgage Securities, Inc. pass-thru certificates:

Series 2003-10 Class M1, 0.9638% 12/25/33 (l)

84

60

Series 2004-R2 Class M3, 0.8138% 4/25/34 (l)

122

13

Series 2005-R2 Class M1, 0.7138% 4/25/35 (l)

1,638

1,270

Argent Securities, Inc. pass-thru certificates:

Series 2003-W7 Class A2, 0.7188% 3/25/34 (l)

38

26

Series 2004-W7 Class M1, 0.8138% 5/25/34 (l)

1,012

458

Series 2006-W4 Class A2C, 0.4238% 5/25/36 (l)

1,152

397

Asset Backed Securities Corp. Home Equity Loan Trust:

Series 2004-HE2 Class M1, 1.0888% 4/25/34 (l)

2,117

1,272

Series 2006-HE2 Class M1, 0.6338% 3/25/36 (l)

149

11

Axon Financial Funding Ltd. 1.1336% 4/4/17 (c)(f)(l)

5,160

0 *

Bank of America Auto Trust:

Series 2009-1A Class A4, 3.52% 6/15/16 (f)

5,300

5,559

Series 2009-2A Class A3, 2.13% 9/15/13 (f)

4,300

4,356

Brazos Higher Education Authority, Inc. Student Loan Rev. Series 2006 A2R, 1.2883% 12/1/41 (l)

598

597

Brazos Higher Education Authority, Inc. Series 2006-2 Class A9, 0.5483% 12/26/24 (l)

1,740

1,653

C-BASS Trust Series 2006-CB7 Class A2, 0.3238% 10/25/36 (l)

205

202

Capital Auto Receivables Asset Trust:

Series 2006-2:

Class B, 5.07% 12/15/11

1,009

1,015

Class C, 5.31% 6/15/12

930

945

Series 2007-1 Class C, 5.38% 11/15/12

331

346

Capital Trust Ltd. Series 2004-1:

Class A2, 0.7163% 7/20/39 (f)(l)

363

73

Class B, 1.0163% 7/20/39 (f)(l)

355

18

Class C, 1.3663% 7/20/39 (f)(l)

456

9

CarMax Auto Owner Trust Series 2007-2 Class C, 5.61% 11/15/13

670

689

Carrington Mortgage Loan Trust:

Series 2006-FRE1 Class M1, 0.5638% 7/25/36 (l)

905

93

Series 2006-NC2 Class M7, 1.1138% 6/25/36 (l)

572

23

Series 2006-NC3 Class M10, 2.2638% 8/25/36 (f)(l)

855

40

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Carrington Mortgage Loan Trust: - continued

Series 2006-NC4 Class M1, 0.5638% 10/25/36 (l)

$ 127

$ 16

Series 2006-RFC1 Class M9, 2.1338% 5/25/36 (l)

251

15

Series 2007-RFC1 Class A3, 0.4038% 12/25/36 (l)

1,429

544

Cendant Timeshare Receivables Funding LLC:

Series 2005 1A Class 2A2, 0.4463% 5/20/17 (f)(l)

115

103

Series 2005-1A Class A1, 4.67% 5/20/17 (f)

259

262

Citigroup Mortgage Loan Trust Series 2007-AMC4 Class M1, 0.5338% 5/25/37 (l)

607

27

Countrywide Asset-Backed Certificates Trust:

Series 2007-11 Class 2A1, 0.3238% 6/25/47 (l)

58

56

Series 2007-4 Class A1A, 0.4488% 9/25/37 (l)

362

337

Countrywide Home Loan Trust Series 2006-13 Class N, 7% 8/25/37 (f)

1,666

0

Countrywide Home Loans, Inc.:

Series 2003-BC1 Class B1, 5.5972% 3/25/32 (l)

76

32

Series 2004-3 Class M4, 1.2338% 4/25/34 (l)

126

46

Series 2004-4 Class M2, 1.0588% 6/25/34 (l)

467

245

Series 2005-3 Class MV1, 0.6838% 8/25/35 (l)

966

909

Series 2005-AB1 Class A2, 0.4738% 8/25/35 (l)

146

143

CPS Auto Receivables Trust:

Series 2006-D Class A4, 5.115% 8/15/13 (f)

431

438

Series 2007-C Class A3, 5.43% 5/15/12 (f)

36

36

DB Master Finance LLC Series 2006-1 Class M1, 8.285% 6/20/31 (f)

3,272

3,047

Fannie Mae subordinate REMIC pass-thru certificates Series 2004-T5 Class AB3, 0.7759% 5/28/35 (l)

31

23

Fieldstone Mortgage Investment Corp.:

Series 2004-3 Class M5, 2.4388% 8/25/34 (l)

231

105

Series 2006-3 Class 2A3, 0.4238% 11/25/36 (l)

4,467

1,601

First Franklin Mortgage Loan Trust:

Series 2004-FF2 Class M3, 1.0888% 3/25/34 (l)

18

5

Series 2005-FF9 Class A3, 0.5438% 10/25/35 (l)

2,714

2,540

Ford Credit Auto Owner Trust:

Series 2006-B Class D, 7.26% 2/15/13 (f)

3,428

3,525

Series 2006-C:

Class B, 5.3% 6/15/12

409

423

Class D, 6.89% 5/15/13 (f)

2,428

2,523

Series 2007-A Class D, 7.05% 12/15/13 (f)

1,378

1,458

Series 2009-D:

Class A3, 2.17% 10/15/13

3,400

3,451

Class A4, 2.98% 8/15/14

3,000

3,129

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Ford Credit Floorplan Master Owner Trust:

Series 2006-4 Class B, 0.8259% 6/15/13 (l)

$ 612

$ 603

Series 2010-1 Class A, 1.9259% 12/15/14 (f)(l)

12,300

12,570

Franklin Auto Trust:

Series 2006-1 Class B, 5.14% 7/21/14

41

41

Series 2007-1:

Class A4, 5.03% 2/16/15

278

278

Class C, 5.43% 2/16/15

350

345

Fremont Home Loan Trust:

Series 2005-A:

Class M3, 0.7538% 1/25/35 (l)

752

261

Class M4, 0.9438% 1/25/35 (l)

289

32

Series 2006-D Class M1, 0.4938% 11/25/36 (l)

184

6

GCO Education Loan Funding Master Trust II Series 2007-1A Class C1L, 0.6975% 2/25/47 (f)(l)

2,174

1,484

GCO Slims Trust Series 2006-1A, 5.72% 3/1/22 (f)

1,530

1,224

GE Business Loan Trust:

Series 2003-1 Class A, 0.7059% 4/15/31 (f)(l)

218

192

Series 2006-2A:

Class A, 0.4559% 11/15/34 (f)(l)

1,541

1,240

Class B, 0.5559% 11/15/34 (f)(l)

558

335

Class C, 0.6559% 11/15/34 (f)(l)

924

370

Class D, 1.0259% 11/15/34 (f)(l)

352

85

GE Equipment Midticket LLC Series 2006-1 Class B, 0.4259% 9/15/17 (l)

751

740

Goal Capital Funding Trust Series 2007-1 Class C1, 0.9383% 6/25/42 (l)

421

340

GS Auto Loan Trust Series 2007-1:

Class B, 5.53% 12/15/14

31

32

Class C, 5.74% 12/15/14

66

67

GSAMP Trust:

Series 2004-AR1:

Class B4, 5% 6/25/34 (f)(l)

369

89

Class M1, 0.9138% 6/25/34 (l)

2,042

1,267

Series 2007-HE1 Class M1, 0.5138% 3/25/47 (l)

827

50

GSR Mortgage Loan Trust Series 2006-FM1 Class M3, 0.6138% 4/25/36 (l)

161

4

Guggenheim Structured Real Estate Funding Ltd.:

Series 2005-1 Class C, 1.3438% 5/25/30 (f)(l)

518

135

Series 2006-3:

Class B, 0.6638% 9/25/46 (f)(l)

519

104

Class C, 0.8138% 9/25/46 (f)(l)

1,211

182

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Home Equity Asset Trust:

Series 2003-2 Class M1, 1.5838% 8/25/33 (l)

$ 261

$ 166

Series 2003-3 Class M1, 1.5538% 8/25/33 (l)

644

446

Series 2003-5 Class A2, 0.9638% 12/25/33 (l)

26

15

Series 2005-5 Class 2A2, 0.5138% 11/25/35 (l)

118

116

Series 2006-1 Class 2A3, 0.4888% 4/25/36 (l)

1,328

1,279

Series 2006-8 Class 2A1, 0.3138% 3/25/37 (l)

6

5

HSBC Home Equity Loan Trust Series 2006-2 Class M2, 0.5563% 3/20/36 (l)

638

488

HSI Asset Securitization Corp. Trust Series 2007-HE1 Class 2A3, 0.4538% 1/25/37 (l)

1,144

355

Hyundai Auto Receivable Trust Series 2009-A Class A3, 2.03% 8/15/13

3,440

3,493

JPMorgan Mortgage Acquisition Trust:

Series 2006-NC2 Class M2, 0.5638% 7/25/36 (l)

116

5

Series 2007-CH1:

Class AV4, 0.3938% 11/25/36 (l)

1,144

870

Class MV1, 0.4938% 11/25/36 (l)

928

519

Series 2007-CH3 Class M1, 0.5638% 3/25/37 (l)

326

18

Keycorp Student Loan Trust:

Series 1999-A Class A2, 0.8672% 12/27/29 (l)

661

550

Series 2006-A Class 2C, 1.6872% 3/27/42 (l)

2,011

310

Long Beach Auto Receivables Trust Series 2007-A Class A4, 5.025% 1/15/14

1,585

1,613

Long Beach Mortgage Loan Trust Series 2004-2 Class M2, 1.3438% 6/25/34 (l)

125

85

Marriott Vacation Club Owner Trust Series 2006-2A:

Class B, 5.442% 10/20/28 (f)

17

16

Class C, 5.691% 10/20/28 (f)

8

6

Class D, 6.01% 10/20/28 (f)

91

72

MASTR Asset Backed Securities Trust:

Series 2006-AM3 Class M1, 0.5238% 10/25/36 (l)

410

25

Series 2007-HE1 Class M1, 0.5638% 5/25/37 (l)

622

34

Meritage Mortgage Loan Trust Series 2004-1 Class M1, 1.0138% 7/25/34 (l)

110

47

Merrill Auto Trust Securitization Series 2007-1 Class B, 5.79% 12/15/13

122

124

Merrill Lynch Mortgage Investors Trust:

Series 2003-OPT1 Class M1, 0.9138% 7/25/34 (l)

408

314

Series 2006-FM1 Class A2B, 0.3738% 4/25/37 (l)

1,690

1,465

Series 2006-MLN1 Class A2A, 0.3338% 7/25/37 (l)

15

14

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Merrill Lynch Mortgage Investors Trust: - continued

Series 2006-OPT1 Class A1A, 0.5238% 6/25/35 (l)

$ 2,232

$ 1,575

Morgan Stanley ABS Capital I Trust:

Series 2004-HE6 Class A2, 0.6038% 8/25/34 (l)

45

30

Series 2004-NC8 Class M6, 1.5138% 9/25/34 (l)

133

65

Series 2005-NC1 Class M1, 0.7038% 1/25/35 (l)

317

163

Series 2005-NC2 Class B1, 1.4338% 3/25/35 (l)

331

39

Series 2007-HE2 Class M1, 0.5138% 1/25/37 (l)

150

4

National Collegiate Student Loan Trust:

Series 2004-2 Class AIO, 9.75% 10/25/14 (n)

2,736

391

Series 2006-1 Class AIO, 5.5% 4/25/11 (n)

235

6

Series 2006-2 Class AIO, 6% 8/25/11 (n)

132

6

Series 2006-3 Class AIO, 7.1% 1/25/12 (n)

212

16

Series 2006-4:

Class A1, 0.2938% 3/25/25 (l)

350

345

Class AIO, 6.35% 2/27/12 (n)

673

57

Class D, 1.3638% 5/25/32 (l)

1,537

22

Series 2007-1 Class AIO, 7.27% 4/25/12 (n)

905

97

Series 2007-2 Class AIO, 6.7% 7/25/12 (n)

769

90

New Century Home Equity Loan Trust:

Series 2005-4 Class M2, 0.7738% 9/25/35 (l)

1,132

466

Series 2005-D Class M2, 0.7338% 2/25/36 (l)

538

69

Nomura Home Equity Loan Trust Series 2006-HE2 Class A2, 0.3838% 3/25/36 (l)

30

30

Ocala Funding LLC Series 2006-1A Class A, 1.6663% 3/20/11 (c)(f)(l)

933

345

Option One Mortgage Loan Trust:

Series 2007-5 Class 2A1, 0.3538% 5/25/37 (l)

67

65

Series 2007-6 Class 2A1, 0.3238% 7/25/37 (l)

125

120

Park Place Securities, Inc.:

Series 2004-WCW1:

Class M3, 1.5138% 9/25/34 (l)

422

182

Class M4, 1.7138% 9/25/34 (l)

542

86

Series 2005-WCH1:

Class M2, 0.7838% 1/25/36 (l)

1,624

1,374

Class M3, 0.8238% 1/25/36 (l)

379

243

Class M4, 1.0938% 1/25/36 (l)

1,171

368

Series 2005-WHQ2:

Class M7, 1.5138% 5/25/35 (l)

1,440

21

Class M9, 2.1438% 5/25/35 (l)

231

1

Providian Master Note Trust Series 2006-C1A Class C1, 0.8259% 3/15/15 (f)(l)

2,416

2,406

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Residential Asset Mortgage Products, Inc. Series 2006-EFC2 Class M1, 0.4938% 12/25/36 (l)

$ 407

$ 16

Residential Asset Securities Corp. Series 2007-KS2 Class AI1, 0.3338% 2/25/37 (l)

81

79

Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 1.0638% 4/25/33 (l)

4

3

Saxon Asset Securities Trust Series 2004-1 Class M1, 1.0588% 3/25/35 (l)

1,326

870

Securitized Asset Backed Receivables LLC Trust:

Series 2005-FR4 Class B3, 1.9838% 1/25/36 (l)

54

2

Series 2006-FR4 Class A2A, 0.3438% 8/25/36 (l)

28

13

Series 2007-NC1 Class A2A, 0.3138% 12/25/36 (l)

11

11

Sierra Receivables Funding Co. Series 2007-1A Class A2, 0.4881% 3/20/19 (f)(l)

646

602

SLM Private Credit Student Loan Trust Series 2004-A Class C, 1.4871% 6/15/33 (l)

1,009

61

Specialty Underwriting & Residential Finance Trust Series 2006-AB2 Class N1, 5.75% 6/25/37 (f)

374

0

Structured Asset Investment Loan Trust Series 2004-8 Class M5, 1.4138% 9/25/34 (l)

59

14

Structured Asset Securities Corp. Mortgage Loan Trust Series 2007-OSI Class A2, 0.3538% 6/25/37 (l)

2,040

1,691

SVO VOI Mortgage Corp. Series 2006-AA Class A, 5.28% 2/20/24 (f)

576

579

Swift Master Auto Receivables Trust Series 2007-2 Class A, 0.9259% 10/15/12 (l)

1,632

1,630

Terwin Mortgage Trust Series 2003-4HE Class A1, 1.1238% 9/25/34 (l)

23

14

Trapeza CDO XII Ltd./Trapeza CDO XII, Inc. Series 2007-12A Class B, 1.0936% 4/6/42 (f)(l)

1,705

85

Triad Auto Receivables Owner Trust Series 2006-C Class A4, 5.31% 5/13/13

475

486

Wachovia Auto Loan Owner Trust:

Series 2006-1 Class A4, 5.08% 4/20/12 (f)

55

56

Series 2006-2A:

Class B, 5.29% 6/20/12 (f)

219

220

Class D, 5.54% 12/20/12 (f)

332

337

Class E, 7.05% 5/20/14 (f)

3,929

4,001

WaMu Asset Holdings Corp. Series 2006-8 Class N1, 6.048% 10/25/46 (f)

704

0

WaMu Master Note Trust:

Series 2006-C2A Class C2, 0.7759% 8/15/15 (f)(l)

6,423

6,365

Series 2007-A4A Class A4, 5.2% 10/15/14 (f)

6,931

6,968

Series 2007-A5A Class A5, 1.0259% 10/15/14 (f)(l)

1,020

1,020

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Wells Fargo Home Equity Trust Series 2004-3 Class A, 4.5% 11/27/34 (a)(f)

$ 6

$ 0

Whinstone Capital Management Ltd. Series 1A Class B3, 2.2978% 10/25/44 (f)(l)

1,419

468

TOTAL ASSET-BACKED SECURITIES

(Cost $156,032)

155,609

Collateralized Mortgage Obligations - 1.3%

 

Private Sponsor - 1.3%

Arran Residential Mortgages Funding No. 1 PLC floater Series 2006-1A Class DB, 0.9575% 4/12/56 (f)(l)

1,133

680

Banc of America Commercial Mortgage Trust Series 2007-2:

Class B, 5.6987% 4/10/49 (l)

1,123

272

Class C, 5.6987% 4/10/49 (l)

2,997

505

Class D, 5.6987% 4/10/49 (l)

1,500

223

Banc of America Funding Corp. sequential payer Series 2010-R4 Class 2A1, 4.5% 3/26/37 (f)

5,934

6,020

Banc of America Mortgage Securities, Inc.:

Series 2003-L Class 2A1, 3.6145% 1/25/34 (l)

1,217

1,089

Series 2004-1 Class 2A2, 3.6636% 10/25/34 (l)

1,303

1,159

Series 2004-A Class 2A2, 3.5151% 2/25/34 (l)

166

146

Series 2004-B:

Class 1A1, 2.9237% 3/25/34 (l)

96

84

Class 2A2, 3.0586% 3/25/34 (l)

765

698

Series 2004-D Class 2A2, 2.9566% 5/25/34 (l)

1,162

1,081

Series 2004-G Class 2A7, 3.195% 8/25/34 (l)

1,030

896

Series 2004-H Class 2A1, 3.7091% 9/25/34 (l)

940

822

Bayview Commercial Asset Trust Series 2006-3A Class IO, 2.3908% 10/25/36 (f)(l)(n)

35,279

2,752

Bear Stearns ALT-A Trust floater Series 2005-1 Class A1, 0.5438% 1/25/35 (l)

1,828

1,437

Bear Stearns Commercial Mortgage Securities Trust Series 2006-T24 Class X2, 0.4276% 10/12/41 (f)(l)(n)

2,579

29

Chase Mortgage Finance Trust:

Series 2007-A1 Class 1A5, 3.2363% 2/25/37 (l)

1,136

1,088

Series 2007-A2 Class 2A1, 3.4095% 7/25/37 (l)

1,342

1,281

Citigroup Commercial Mortgage Trust Series 2008-C7 Class A2B, 6.0914% 12/10/49 (l)

1,372

1,465

Citigroup Mortgage Loan Trust Series 2004-UST1:

Class A3, 2.7498% 8/25/34 (l)

1,062

988

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

Private Sponsor - continued

Citigroup Mortgage Loan Trust Series 2004-UST1: - continued

Class A4, 2.489% 8/25/34 (l)

$ 937

$ 889

Cobalt CMBS Commercial Mortgage Trust Series 2007-C2 Class B, 5.617% 4/15/47 (l)

1,533

307

COMM pass-thru certificates floater Series 2001-J2A Class A2F, 0.7759% 7/16/34 (f)(l)

1,372

1,338

Countrywide Alternative Loan Trust planned amortization class Series 2003-5T2 Class A2, 0.6638% 5/25/33 (l)

11

11

Credit Suisse First Boston Mortgage Securities Corp. floater Series 2007-AR7 Class 2A1, 2.8818% 11/25/34 (l)

1,343

1,295

DSLA Mortgage Loan Trust Series 2006-AR2 Class 2AB1, 0.3566% 11/19/37 (l)

45

44

First Horizon Mortgage pass-thru Trust Series 2004-AR5 Class 2A1, 2.9962% 10/25/34 (l)

1,178

1,117

Fosse Master Issuer PLC floater Series 2006-1A:

Class B2, 0.6847% 10/18/54 (f)(l)

2,627

2,570

Class C2, 0.9947% 10/18/54 (f)(l)

881

851

Class M2, 0.7747% 10/18/54 (f)(l)

1,509

1,454

Gracechurch Mortgage Financing PLC floater Series 2006-1 Class D2, 0.8155% 11/20/56 (f)(l)

2,144

2,025

Gracechurch Mortgage Funding PLC floater Series 1A Class DB, 0.9975% 10/11/41 (f)(l)

2,469

2,432

Granite Master Issuer PLC floater:

Series 2005-4 Class C2, 0.8163% 12/20/54 (l)

117

51

Series 2006-1A Class C2, 0.8663% 12/20/54 (f)(l)

5,059

2,226

Series 2006-2 Class C1, 0.7363% 12/20/54 (l)

4,271

1,901

Series 2006-3 Class C2, 0.7663% 12/20/54 (l)

890

402

Series 2006-4:

Class B1, 0.3563% 12/20/54 (l)

3,376

2,515

Class C1, 0.6463% 12/20/54 (l)

2,064

908

Class M1, 0.4363% 12/20/54 (l)

889

573

Series 2007-1:

Class 1C1, 0.5663% 12/20/54 (l)

1,688

751

Class 1M1, 0.4163% 12/20/54 (l)

1,120

717

Class 2C1, 0.6963% 12/20/54 (l)

768

342

Class 2M1, 0.5163% 12/20/54 (l)

1,438

920

Series 2007-2 Class 2C1, 0.7019% 12/17/54 (l)

1,992

867

Granite Mortgages PLC floater Series 2003-3 Class 1C, 2.9713% 1/20/44 (l)

341

188

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

Private Sponsor - continued

GSR Mortgage Loan Trust Series 2007-AR2 Class 2A1, 3.1041% 4/25/35 (l)

$ 481

$ 414

Harborview Mortgage Loan Trust floater Series 2005-2 Class 2A1A, 0.4866% 5/19/35 (l)

305

192

JPMorgan Chase Commercial Mortgage Securities Trust Series 2007-CB18 Class A3, 5.447% 6/12/47 (l)

2,602

2,776

JPMorgan Mortgage Trust:

sequential payer Series 2006-A5 Class 3A5, 5.9219% 8/25/36 (l)

1,633

1,388

Series 2004-A3 Class 4A1, 4.2862% 7/25/34 (l)

1,448

1,404

Series 2006-A2 Class 5A1, 3.3347% 11/25/33 (l)

1,319

1,236

LB-UBS Commercial Mortgage Trust sequential payer Series 2006-C6 Class A4, 5.372% 9/15/39

617

665

MASTR Adjustable Rate Mortgages Trust Series 2007-3 Class 22A2, 0.4738% 5/25/47 (l)

896

562

MASTR Asset Backed Securities Trust Series 2006-NC3 Class M1, 0.4938% 10/25/36 (l)

311

1

Merrill Lynch Alternative Note Asset Trust floater Series 2007-OAR1 Class A1, 0.4338% 2/25/37 (l)

1,450

967

Merrill Lynch Floating Trust floater Series 2006-1:

Class B, 0.446% 6/15/22 (f)(l)

190

163

Class C, 0.466% 6/15/22 (f)(l)

1,173

997

Class D, 0.476% 6/15/22 (f)(l)

452

375

Class E, 0.486% 6/15/22 (f)(l)

722

548

Class F, 0.516% 6/15/22 (f)(l)

1,196

849

Class G, 0.586% 6/15/22 (f)(l)

271

184

Class H, 0.606% 6/15/22 (f)(l)

542

341

Class J, 0.646% 6/15/22 (f)(l)

633

335

Merrill Lynch Mortgage Investors Trust:

Series 2004-A4 Class A1, 2.8028% 8/25/34 (l)

1,512

1,435

Series 2005-A2 Class A7, 2.8016% 2/25/35 (l)

1,191

1,097

Series 2006-A6 Class A4, 3.5975% 10/25/33 (l)

1,018

911

Opteum Mortgage Acceptance Corp. floater Series 2005-3 Class APT, 0.5538% 7/25/35 (l)

1,957

1,543

Option One Mortgage Loan Trust floater Series 2007-CP1 Class M1, 0.5638% 3/25/37 (l)

2,252

155

Provident Funding Mortgage Loan Trust Series 2005-2 Class 3A, 2.9% 10/25/35 (l)

3,440

2,907

RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B:

Class B5, 2.6434% 7/10/35 (f)(l)

1,348

750

Class B6, 3.1434% 7/10/35 (f)(l)

1,787

873

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

Private Sponsor - continued

Residential Asset Mortgage Products, Inc. sequential payer:

Series 2003-SL1 Class A31, 7.125% 4/25/31

$ 680

$ 688

Series 2004-SL3 Class A1, 7% 8/25/16

44

43

Residential Funding Securities Corp. floater Series 2003-RP2 Class A1, 0.7138% 6/25/33 (f)(l)

337

267

Salomon Brothers Mortgage Securities VII, Inc. Series 2006-C2 Class H, 6.308% 7/18/33 (f)

194

194

Sequoia Mortgage Trust floater Series 2004-6 Class A3B, 1.1948% 7/20/34 (l)

32

17

Structured Asset Securities Corp.:

Series 2003-15A Class 4A, 5.3532% 4/25/33 (l)

450

436

Series 2003-20 Class 1A1, 5.5% 7/25/33

401

410

TBW Mortgage-Backed pass-thru certificates floater Series 2006-4 Class A3, 0.5288% 9/25/36 (l)

2,597

1,482

WaMu Mortgage pass-thru certificates:

Series 2003-AR8 Class A, 2.8215% 8/25/33 (l)

764

727

Series 2005-AR3 Class A2, 2.727% 3/25/35 (l)

2,000

1,752

Wells Fargo Mortgage Backed Securities Trust:

Series 2004-W Class A9, 2.9891% 11/25/34 (l)

2,188

2,089

Series 2005-AR12 Class 2A6, 2.9082% 7/25/35 (l)

2,594

2,414

Series 2005-AR2 Class 2A2, 2.8765% 3/25/35 (l)

1,761

1,630

Series 2005-AR3 Class 2A1, 2.9468% 3/25/35 (l)

1,473

1,329

Series 2006-AR8 Class 3A1, 5.2162% 4/25/36 (l)

15,165

13,660

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $86,503)

99,615

Commercial Mortgage Securities - 6.8%

 

Asset Securitization Corp. Series 1997-D5:

Class A2, 6.8128% 2/14/43 (l)

1,009

1,097

Class A3, 6.8628% 2/14/43 (l)

1,089

1,182

Class A6, 7.1828% 2/14/43 (l)

1,605

1,716

Class PS1, 1.387% 2/14/43 (l)(n)

4,219

124

Banc of America Commercial Mortgage Trust:

sequential payer:

Series 2006-2 Class AAB, 5.7202% 5/10/45 (l)

1,602

1,724

Series 2006-3 Class A4, 5.889% 7/10/44 (l)

8,540

9,087

Series 2006-4 Class A1, 5.363% 7/10/46 (l)

83

83

Series 2006-5 Class A1, 5.185% 9/10/47

37

37

Series 2006-6 Class A3, 5.369% 10/10/45

2,744

2,862

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Banc of America Commercial Mortgage Trust: - continued

sequential payer:

Series 2007-2 Class A1, 5.421% 4/10/49

$ 113

$ 117

Series 2007-4 Class A3, 5.811% 2/10/51 (l)

1,368

1,474

Series 2006-6 Class E, 5.619% 10/10/45 (f)

793

145

Series 2007-3:

Class A3, 5.6578% 6/10/49 (l)

2,291

2,455

Class A4, 5.6578% 6/10/49 (l)

2,860

2,878

Banc of America Commercial Mortgage, Inc.:

sequential payer:

Series 2001-1 Class A4, 5.451% 1/15/49

3,005

3,130

Series 2004-2:

Class A3, 4.05% 11/10/38

1,513

1,533

Class A4, 4.153% 11/10/38

1,740

1,799

Series 2004-4 Class A3, 4.128% 7/10/42

86

86

Series 2005-1 Class A3, 4.877% 11/10/42

2,262

2,273

Series 2006-1 Class A1, 5.219% 9/10/45 (l)

278

279

Series 2001-3 Class H, 6.562% 4/11/37 (f)

767

759

Series 2001-PB1:

Class J, 7.166% 5/11/35 (f)

343

330

Class K, 6.15% 5/11/35 (f)

638

575

Series 2003-2 Class XP, 0.307% 3/11/41 (f)(l)(n)

9,253

6

Series 2005-3 Series A3B, 5.09% 7/10/43 (l)

4,262

4,555

Series 2005-6 Class A3, 5.1778% 9/10/47 (l)

2,470

2,552

Series 2007-1 Class B, 5.543% 1/15/49

826

271

Banc of America Large Loan, Inc. floater:

Series 2005-MIB1:

Class C, 0.5859% 3/15/22 (f)(l)

589

483

Class D, 0.6359% 3/15/22 (f)(l)

597

466

Class E, 0.6759% 3/15/22 (f)(l)

493

370

Class F, 0.7459% 3/15/22 (f)(l)

489

342

Class G, 0.8059% 3/15/22 (f)(l)

317

206

Series 2006-BIX1:

Class C, 0.4559% 10/15/19 (f)(l)

882

732

Class D, 0.4859% 10/15/19 (f)(l)

1,077

905

Class E, 0.5159% 10/15/19 (f)(l)

998

827

Class F, 0.5859% 10/15/19 (f)(l)

2,362

1,899

Class G, 0.6059% 10/15/19 (f)(l)

951

663

Bayview Commercial Asset Trust:

floater:

Series 2003-2 Class M1, 1.1138% 12/25/33 (f)(l)

65

38

Series 2004-1:

Class A, 0.6238% 4/25/34 (f)(l)

1,071

846

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Bayview Commercial Asset Trust: - continued

floater:

Series 2004-1:

Class B, 2.1638% 4/25/34 (f)(l)

$ 120

$ 60

Class M1, 0.8238% 4/25/34 (f)(l)

96

66

Class M2, 1.4638% 4/25/34 (f)(l)

89

51

Series 2004-2:

Class A, 0.6938% 8/25/34 (f)(l)

837

662

Class M1, 0.8438% 8/25/34 (f)(l)

152

96

Series 2004-3:

Class A1, 0.6338% 1/25/35 (f)(l)

1,873

1,461

Class A2, 0.6838% 1/25/35 (f)(l)

269

175

Class M1, 0.7638% 1/25/35 (f)(l)

323

209

Class M2, 1.2638% 1/25/35 (f)(l)

163

101

Series 2005-2A:

Class A1, 0.5738% 8/25/35 (f)(l)

1,484

1,107

Class M1, 0.6938% 8/25/35 (f)(l)

78

45

Class M2, 0.7438% 8/25/35 (f)(l)

129

71

Class M3, 0.7638% 8/25/35 (f)(l)

71

36

Class M4, 0.8738% 8/25/35 (f)(l)

65

31

Series 2005-3A:

Class A1, 0.5838% 11/25/35 (f)(l)

575

428

Class A2, 0.6638% 11/25/35 (f)(l)

537

347

Class M1, 0.7038% 11/25/35 (f)(l)

115

59

Class M2, 0.7538% 11/25/35 (f)(l)

87

41

Class M3, 0.7738% 11/25/35 (f)(l)

77

35

Class M4, 0.8638% 11/25/35 (f)(l)

97

41

Series 2005-4A:

Class A2, 0.6538% 1/25/36 (f)(l)

1,335

854

Class B1, 1.6638% 1/25/36 (f)(l)

116

38

Class M1, 0.7138% 1/25/36 (f)(l)

431

224

Class M2, 0.7338% 1/25/36 (f)(l)

129

63

Class M3, 0.7638% 1/25/36 (f)(l)

189

87

Class M4, 0.8738% 1/25/36 (f)(l)

104

42

Class M5, 0.9138% 1/25/36 (f)(l)

104

40

Class M6, 0.9638% 1/25/36 (f)(l)

111

40

Series 2006-1:

Class A2, 0.6238% 4/25/36 (f)(l)

203

136

Class M1, 0.6438% 4/25/36 (f)(l)

123

62

Class M2, 0.6638% 4/25/36 (f)(l)

130

63

Class M3, 0.6838% 4/25/36 (f)(l)

112

49

Class M4, 0.7838% 4/25/36 (f)(l)

64

24

Class M5, 0.8238% 4/25/36 (f)(l)

62

24

Class M6, 0.9038% 4/25/36 (f)(l)

123

47

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Bayview Commercial Asset Trust: - continued

floater:

Series 2006-2A:

Class A1, 0.4938% 7/25/36 (f)(l)

$ 3,540

$ 2,735

Class A2, 0.5438% 7/25/36 (f)(l)

183

124

Class B1, 1.1338% 7/25/36 (f)(l)

116

30

Class B3, 2.9638% 7/25/36 (f)(l)

103

19

Class M1, 0.5738% 7/25/36 (f)(l)

192

91

Class M2, 0.5938% 7/25/36 (f)(l)

135

62

Class M3, 0.6138% 7/25/36 (f)(l)

112

46

Class M4, 0.6838% 7/25/36 (f)(l)

128

51

Class M5, 0.7338% 7/25/36 (f)(l)

93

33

Class M6, 0.8038% 7/25/36 (f)(l)

139

43

Series 2006-3A:

Class B1, 1.0638% 10/25/36 (f)(l)

121

24

Class B2, 1.6138% 10/25/36 (f)(l)

149

26

Class B3, 2.8638% 10/25/36 (f)(l)

143

23

Class M4, 0.6938% 10/25/36 (f)(l)

134

43

Class M5, 0.7438% 10/25/36 (f)(l)

161

45

Class M6, 0.8238% 10/25/36 (f)(l)

315

76

Series 2006-4A:

Class A1, 0.4938% 12/25/36 (f)(l)

664

493

Class A2, 0.5338% 12/25/36 (f)(l)

3,366

2,140

Class B1, 0.9638% 12/25/36 (f)(l)

167

40

Class B2, 1.5138% 12/25/36 (f)(l)

171

33

Class B3, 2.7138% 12/25/36 (f)(l)

179

20

Class M1, 0.5538% 12/25/36 (f)(l)

216

101

Class M2, 0.5738% 12/25/36 (f)(l)

144

62

Class M3, 0.6038% 12/25/36 (f)(l)

146

57

Class M4, 0.6638% 12/25/36 (f)(l)

175

62

Class M5, 0.7038% 12/25/36 (f)(l)

160

54

Class M6, 0.7838% 12/25/36 (f)(l)

144

46

Series 2007-1:

Class A2, 0.5338% 3/25/37 (f)(l)

728

459

Class B1, 0.9338% 3/25/37 (f)(l)

231

51

Class B2, 1.4138% 3/25/37 (f)(l)

168

31

Class B3, 3.6138% 3/25/37 (f)(l)

459

69

Class M1, 0.5338% 3/25/37 (f)(l)

204

92

Class M2, 0.5538% 3/25/37 (f)(l)

152

59

Class M3, 0.5838% 3/25/37 (f)(l)

202

71

Class M4, 0.6338% 3/25/37 (f)(l)

164

53

Class M5, 0.6838% 3/25/37 (f)(l)

171

49

Class M6, 0.7638% 3/25/37 (f)(l)

237

58

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Bayview Commercial Asset Trust: - continued

floater:

Series 2007-2A:

Class A1, 0.5338% 7/25/37 (f)(l)

$ 1,812

$ 1,268

Class A2, 0.5838% 7/25/37 (f)(l)

1,696

882

Class B1, 1.8638% 7/25/37 (f)(l)

508

76

Class B2, 2.5138% 7/25/37 (f)(l)

443

66

Class B3, 3.6138% 7/25/37 (f)(l)

497

65

Class M1, 0.6338% 7/25/37 (f)(l)

578

220

Class M2, 0.6738% 7/25/37 (f)(l)

301

90

Class M3, 0.7538% 7/25/37 (f)(l)

305

70

Class M4, 0.9138% 7/25/37 (f)(l)

634

127

Class M5, 1.0138% 7/25/37 (f)(l)

559

95

Class M6, 1.2638% 7/25/37 (f)(l)

711

110

Series 2007-3:

Class A2, 0.5538% 7/25/37 (f)(l)

725

443

Class B1, 1.2138% 7/25/37 (f)(l)

438

99

Class B2, 1.8638% 7/25/37 (f)(l)

1,125

246

Class B3, 4.2638% 7/25/37 (f)(l)

584

120

Class M1, 0.5738% 7/25/37 (f)(l)

385

173

Class M2, 0.6038% 7/25/37 (f)(l)

411

152

Class M3, 0.6338% 7/25/37 (f)(l)

661

213

Class M4, 0.7638% 7/25/37 (f)(l)

1,041

313

Class M5, 0.8638% 7/25/37 (f)(l)

528

149

Class M6, 1.0638% 7/25/37 (f)(l)

401

96

Series 2007-4A:

Class B1, 2.8138% 9/25/37 (f)(l)

247

25

Class B2, 3.7138% 9/25/37 (f)(l)

894

80

Class M1, 1.2138% 9/25/37 (f)(l)

238

64

Class M2, 1.3138% 9/25/37 (f)(l)

238

55

Class M4, 1.8638% 9/25/37 (f)(l)

606

109

Class M5, 2.0138% 9/25/37 (f)(l)

606

91

Class M6, 2.2138% 9/25/37 (f)(l)

607

73

Series 2004-1 Class IO, 1.25% 4/25/34 (f)(n)

3,393

114

Series 2007-5A Class IO, 3.047% 10/25/37 (f)(l)(n)

7,729

835

Bear Stearns Commercial Mortgage Securities Trust:

floater:

Series 2006-BBA7:

Class G, 0.7159% 3/15/19 (f)(l)

639

467

Class H, 0.9259% 3/15/19 (f)(l)

429

241

Class J, 1.1259% 3/15/19 (f)(l)

323

174

Series 2007-BBA8:

Class D, 0.5259% 3/15/22 (f)(l)

489

284

Class E, 0.5759% 3/15/22 (f)(l)

2,544

1,399

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Bear Stearns Commercial Mortgage Securities Trust: - continued

floater:

Series 2007-BBA8:

Class F, 0.6259% 3/15/22 (f)(l)

$ 1,561

$ 796

Class G, 0.6759% 3/15/22 (f)(l)

401

193

Class H, 0.8259% 3/15/22 (f)(l)

489

196

Class J, 0.9759% 3/15/22 (f)(l)

489

156

sequential payer:

Series 2003-PWR2 Class A3, 4.834% 5/11/39

484

492

Series 2004-PWR3 Class A3, 4.487% 2/11/41

1,372

1,395

Series 2006-T24 Class A1, 4.905% 10/12/41 (l)

150

152

Series 2007-PW16 Class A4, 5.7172% 6/11/40 (l)

803

846

Series 2007-PW17 Class A1, 5.282% 6/11/50

585

598

Series 2007-T26 Class A1, 5.145% 1/12/45 (l)

359

368

Series 2003-PWR2 Class X2, 0.4686% 5/11/39 (f)(l)(n)

10,636

56

Series 2006-PW13 Class A3, 5.518% 9/11/41

4,842

5,132

Series 2006-PW14 Class X2, 0.6529% 12/11/38 (f)(l)(n)

18,592

334

Series 2006-T22 Class A4, 5.4623% 4/12/38 (l)

172

190

Series 2007-PW15 Class A1, 5.016% 2/11/44

275

282

Series 2007-PW16:

Class B, 5.7172% 6/11/40 (f)(l)

220

79

Class C, 5.7172% 6/11/40 (f)(l)

183

57

Class D, 5.7172% 6/11/40 (f)(l)

183

48

Series 2007-PW18 Class X2, 0.3206% 6/11/50 (f)(l)(n)

128,162

1,643

Series 2007-T28 Class X2, 0.1751% 9/11/42 (f)(l)(n)

64,096

500

C-BASS Trust floater Series 2006-SC1 Class A, 0.5338% 5/25/36 (f)(l)

734

433

CDC Commercial Mortgage Trust Series 2002-FX1:

Class G, 6.625% 5/15/35 (f)

1,612

1,738

Class XCL, 2.1172% 5/15/35 (f)(l)(n)

17,881

499

Chase Commercial Mortgage Securities Corp.:

Series 1999-2:

Class E, 7.734% 1/15/32

60

59

Class F, 7.734% 1/15/32

298

297

Series 2000-3 Class G 6.887% 10/15/32 (f)

5,748

5,720

Series 2001-245 Class A2, 6.275% 2/12/16 (f)(l)

1,363

1,386

Citigroup Commercial Mortgage Trust:

floater Series 2006-FL2:

Class F, 0.5819% 8/15/21 (f)(l)

490

429

Class G, 0.6019% 8/15/21 (f)(l)

408

330

Class H, 0.6419% 8/15/21 (f)(l)

327

245

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Citigroup Commercial Mortgage Trust: - continued

Series 2006-C5 Class AMP2, 5.5005% 10/15/49 (f)

$ 2,307

$ 2,133

Series 2007-C6:

Class A1, 5.622% 12/10/49 (l)

416

424

Class A2, 5.6985% 12/10/49 (l)

1,370

1,441

Class A4, 5.6985% 12/10/49 (l)

4,549

4,841

Series 2007-FL3A Class A2, 0.4159% 4/15/22 (f)(l)

4,955

4,262

Citigroup/Deutsche Bank Commercial Mortgage Trust:

sequential payer Series 2007-CD4:

Class A1, 4.977% 12/11/49

232

234

Class A2A, 5.237% 12/11/49

1,221

1,256

Class A4, 5.322% 12/11/49

15,886

16,185

Series 2007-CD4:

Class A3, 5.293% 12/11/49

1,336

1,412

Class C, 5.476% 12/11/49

2,583

723

Cobalt CMBS Commercial Mortgage Trust:

sequential payer Series 2007-C3 Class A3, 5.8179% 5/15/46 (l)

1,372

1,467

Series 2006-C1 Class B, 5.359% 8/15/48

4,116

576

COMM pass-thru certificates:

floater:

Series 2005-F10A:

Class B, 0.5059% 4/15/17 (f)(l)

3,073

2,612

Class C, 0.5459% 4/15/17 (f)(l)

1,104

905

Class D, 0.5859% 4/15/17 (f)(l)

753

587

Class E, 0.6459% 4/15/17 (f)(l)

240

180

Class F, 0.6859% 4/15/17 (f)(l)

136

94

Class G, 0.8259% 4/15/17 (f)(l)

136

85

Class H, 0.8959% 4/15/17 (f)(l)

136

71

Class J, 1.1259% 4/15/17 (f)(l)

104

42

Series 2005-FL11:

Class C, 0.5759% 11/15/17 (f)(l)

1,381

1,270

Class D, 0.6159% 11/15/17 (f)(l)

72

65

Class E, 0.6659% 11/15/17 (f)(l)

255

222

Class F, 0.7259% 11/15/17 (f)(l)

194

159

Class G, 0.7759% 11/15/17 (f)(l)

135

94

Series 2006-FL12 Class AJ, 0.4059% 12/15/20 (f)(l)

1,955

1,623

sequential payer:

Series 2005-C6 Class A2, 4.999% 6/10/44 (l)

21

21

Series 2006-C8:

Class A3, 5.31% 12/10/46

3,910

4,074

Class A4, 5.306% 12/10/46

18,390

18,942

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

COMM pass-thru certificates: - continued

sequential payer:

Series 2006-CN2A Class A2FX, 5.449% 2/5/19 (f)

$ 2,319

$ 2,326

Series 2007-C9 Class A4, 5.8157% 12/10/49 (l)

3,036

3,286

Series 2004-LBN2 Class X2, 0.8492% 3/10/39 (f)(l)(n)

2,133

8

Series 2006-C8:

Class B, 5.44% 12/10/46

2,376

741

Class XP, 0.4814% 12/10/46 (l)(n)

11,758

173

Credit Suisse Commercial Mortgage Trust:

sequential payer:

Series 2006-C4 Class A3, 5.467% 9/15/39

7,080

7,346

Series 2006-C5:

Class A1, 5.297% 12/15/39

44

44

Class AJ, 5.373% 12/15/39

2,778

1,756

Series 2007-C2:

Class A1, 5.269% 1/15/49

27

27

Class A3, 5.542% 1/15/49 (l)

2,744

2,728

Series 2007-C3:

Class A1, 5.664% 6/15/39 (l)

9

9

Class A4, 5.7223% 6/15/39 (l)

825

819

Series 2006-C4 Class AAB, 5.439% 9/15/39

7,809

8,341

Series 2006-C5 Class ASP, 0.6707% 12/15/39 (l)(n)

7,920

117

Series 2007-C5 Class A4, 5.695% 9/15/40 (l)

1,242

1,240

Credit Suisse First Boston Mortgage Capital Certificates floater Series 2007-TF2A Class B, 0.6259% 4/15/22 (f)(l)

4,895

1,958

Credit Suisse First Boston Mortgage Securities Corp.:

sequential payer:

Series 2001-CK6 Class B, 6.582% 8/15/36

1,372

1,435

Series 2002-CP5 Class A1, 4.106% 12/15/35

78

80

Series 2004-C1:

Class A3, 4.321% 1/15/37

340

345

Class A4, 4.75% 1/15/37

639

666

Series 1998-C1 Class D, 7.17% 5/17/40

77

78

Series 1999-C1 Class E, 7.8879% 9/15/41 (l)

118

118

Series 2001-CK6 Class AX, 0.8793% 8/15/36 (l)(n)

3,658

29

Series 2001-CKN5 Class AX, 1.9642% 9/15/34 (f)(l)(n)

11,012

137

Series 2003-C4 Class ASP, 0.4351% 8/15/36 (f)(l)(n)

6,979

0 *

Series 2004-C1 Class ASP, 0.9553% 1/15/37 (f)(l)(n)

66,274

322

Series 2006-C1 Class A3, 5.5486% 2/15/39 (l)

7,244

7,841

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Credit Suisse Mortgage Capital Certificates:

floater Series 2007-TFL1:

Class B, 0.4259% 2/15/22 (f)(l)

$ 519

$ 348

Class C:

0.4459% 2/15/22 (f)(l)

1,479

843

0.5459% 2/15/22 (f)(l)

528

243

Class F, 0.5959% 2/15/22 (f)(l)

1,056

433

sequential payer Series 2007-C1 Class A1, 5.227% 2/15/40

79

80

Series 2007-C1:

Class ASP, 0.4159% 2/15/40 (l)(n)

25,686

295

Class B, 5.487% 2/15/40 (f)(l)

2,097

252

Series 2010-16 Class A1, 3% 6/25/50

6,060

6,060

First Union National Bank-Bank of America Commercial Mortgage Trust Series 2001-C1:

Class D, 6.484% 3/15/33

489

495

Class G, 6.936% 3/15/33 (f)

903

903

GE Capital Commercial Mortgage Corp.:

sequential payer Series 2007-C1 Class A4, 5.543% 12/10/49

6,821

6,830

Series 2001-1 Class X1, 1.0321% 5/15/33 (f)(l)(n)

13,190

58

Series 2004-C1 Class X2, 1.1164% 11/10/38 (f)(l)(n)

5,667

22

Series 2005-C1 Class B, 4.846% 6/10/48 (l)

392

278

Series 2007-C1 Class XP, 0.2009% 12/10/49 (l)(n)

24,513

153

GMAC Commercial Mortgage Securities, Inc.:

Series 2003-C3 Class X2, 0.6149% 4/10/40 (f)(l)(n)

5,754

11

Series 2004-C3 Class X2, 0.6312% 12/10/41 (l)(n)

5,061

35

Series 2005-C1 Class X2, 0.6565% 5/10/43 (l)(n)

5,452

53

Greenwich Capital Commercial Funding Corp.:

floater Series 2006-FL4 Class B, 0.49% 11/5/21 (f)(l)

516

382

sequential payer:

Series 2004-GG1 Class A4, 4.755% 6/10/36

379

381

Series 2007-GG11:

Class A1, 5.358% 12/10/49

1,216

1,262

Class A2, 5.597% 12/10/49

2,744

2,897

Series 2007-GG9 Class A4, 5.444% 3/10/39

3,989

4,178

Series 2003-C2 Class XP, 0.8232% 1/5/36 (f)(l)(n)

6,876

16

Series 2005-GG3 Class XP, 0.6925% 8/10/42 (f)(l)(n)

25,414

227

Series 2006-GG7:

Class A3, 5.8883% 7/10/38 (l)

3,617

3,927

Class A4, 5.8883% 7/10/38 (l)

10,620

11,562

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Greenwich Capital Commercial Funding Corp.: - continued

Series 2007-GG11 Class A1, 0.4798% 12/10/49 (f)(n)

$ 32,616

$ 339

GS Mortgage Securities Corp. II:

floater:

Series 2006-FL8A:

Class C, 0.5353% 6/6/20 (f)(l)

69

63

Class D, 0.5753% 6/6/20 (f)(l)

327

283

Class E, 0.6653% 6/6/20 (f)(l)

379

318

Class F, 0.7353% 6/6/20 (f)(l)

662

531

Series 2007-EOP:

Class C, 0.6153% 3/6/20 (f)(l)

1,304

1,161

Class D, 0.6653% 3/6/20 (f)(l)

8,605

7,572

Class F, 0.7753% 3/6/20 (f)(l)

107

93

Class G, 0.8153% 3/6/20 (f)(l)

54

45

Class H, 0.9453% 3/6/20 (f)(l)

600

507

Class J, 1.1453% 3/6/20 (f)(l)

860

714

sequential payer Series 2004-GG2 Class A4, 4.964% 8/10/38

425

442

Series 2005-GG4 Class XP, 0.7044% 7/10/39 (f)(l)(n)

25,943

309

GS Mortgage Securities Trust sequential payer:

Series 2006-GG8 Class A2, 5.479% 11/10/39

2,058

2,111

Series 2007-GG10:

Class A1, 5.69% 8/10/45

151

156

Class A2, 5.778% 8/10/45

654

680

JPMorgan Chase Commercial Mortgage Securities Corp.:

Series 2004-C1 Class X2, 0.9177% 1/15/38 (f)(l)(n)

1,675

7

Series 2004-CB8 Class X2, 1.0321% 1/12/39 (f)(l)(n)

1,674

9

Series 2006-LDP7 Class A4, 5.8735% 4/15/45 (l)

3,700

4,067

JPMorgan Chase Commercial Mortgage Securities Trust:

floater Series 2006-FLA2:

Class B, 0.4459% 11/15/18 (f)(l)

1,011

708

Class C, 0.4859% 11/15/18 (f)(l)

719

474

Class D, 0.5059% 11/15/18 (f)(l)

227

129

Class E, 0.5559% 11/15/18 (f)(l)

326

183

Class F, 0.6059% 11/15/18 (f)(l)

490

255

Class G, 0.6359% 11/15/18 (f)(l)

426

213

Class H, 0.7759% 11/15/18 (f)(l)

326

144

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

JPMorgan Chase Commercial Mortgage Securities Trust: - continued

sequential payer:

Series 2006-CB15 Class A3, 5.819% 6/12/43 (l)

$ 2,066

$ 2,197

Series 2006-LDP8 Class A4, 5.399% 5/15/45

874

938

Series 2006-LDP9:

Class A2, 5.134% 5/15/47 (l)

652

695

Class A3, 5.336% 5/15/47

572

596

Series 2007-CB19 Class A4, 5.7461% 2/12/49 (l)

4,812

5,047

Series 2007-CB20 Class A4, 5.794% 2/12/51

6,844

7,281

Series 2007-LD11 Class A2, 5.8025% 6/15/49 (l)

3,852

4,028

Series 2007-LDP10 Class A1, 5.122% 1/15/49

45

45

Series 2007-LDPX Class A3, 5.412% 1/15/49

22,356

22,865

Series 2004-LDP4 Class D, 5.1488% 10/15/42 (l)

1,235

572

Series 2005-CB13 Class E, 5.3519% 1/12/43 (f)(l)

694

64

Series 2006-CB17 Class A3, 5.45% 12/12/43

391

411

Series 2007-CB19:

Class B, 5.7461% 2/12/49 (l)

117

36

Class C, 5.7461% 2/12/49 (l)

307

95

Class D, 5.7461% 2/12/49 (l)

322

95

Series 2007-LDP10:

Class BS, 5.437% 1/15/49 (l)

262

79

Class CS, 5.466% 1/15/49 (l)

113

29

Class ES, 5.541% 1/15/49 (f)(l)

709

50

JPMorgan Commercial Mortgage Finance Corp. Series 2000-C9 Class G, 6.25% 10/15/32 (f)

566

571

LB Commercial Conduit Mortgage Trust:

sequential payer Series 2007-C3 Class A4, 5.9499% 7/15/44 (l)

15,007

15,523

Series 1998-C1 Class D, 6.98% 2/18/30

512

515

LB-UBS Commercial Mortgage Trust:

sequential payer:

Series 2001-C2 Class A2, 6.653% 11/15/27

243

247

Series 2001-C3 Class A1, 6.058% 6/15/20

6

6

Series 2006-C1 Class A2, 5.084% 2/15/31

597

602

Series 2006-C3 Class A1, 5.478% 3/15/32

30

30

Series 2006-C6:

Class A1, 5.23% 9/15/39

140

140

Class A2, 5.262% 9/15/39 (l)

2,394

2,456

Series 2006-C7:

Class A1, 5.279% 11/15/38

77

78

Class A2, 5.3% 11/15/38

1,509

1,556

Class A3, 5.347% 11/15/38

1,022

1,084

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

LB-UBS Commercial Mortgage Trust: - continued

sequential payer:

Series 2007-C1:

Class A1, 5.391% 2/15/40 (l)

$ 143

$ 145

Class A4, 5.424% 2/15/40

8,354

8,768

Series 2007-C2 Class A3, 5.43% 2/15/40

2,501

2,576

Series 2000-C5 Class E, 7.29% 12/15/32

96

97

Series 2001-C3 Class B, 6.512% 6/15/36

2,652

2,742

Series 2001-C7 Class D, 6.514% 11/15/33

1,509

1,524

Series 2004-C2 Class XCP, 1.0459% 3/15/36 (f)(l)(n)

12,644

71

Series 2004-C4 Class A2, 4.567% 6/15/29 (l)

149

150

Series 2005-C3 Class XCP, 0.7548% 7/15/40 (l)(n)

4,247

50

Series 2006-C6 Class XCP, 0.6666% 9/15/39 (l)(n)

7,799

127

Series 2007-C1:

Class C, 5.533% 2/15/40 (l)

3,018

669

Class D, 5.563% 2/15/40 (l)

549

98

Class E, 5.582% 2/15/40 (l)

274

42

Class XCP, 0.3203% 2/15/40 (l)(n)

3,135

37

Series 2007-C6 Class A4, 5.858% 7/15/40 (l)

1,714

1,768

Series 2007-C7:

Class A3, 5.866% 9/15/45

4,486

4,700

Class XCP, 0.2905% 9/15/45 (l)(n)

107,683

1,179

LB-UBS Westfield Trust Series 2001-WM, 6.754% 7/14/16 (f)

392

400

Lehman Brothers Floating Rate Commercial Mortgage Trust floater Series 2006-LLFA:

Class D, 0.5059% 9/15/21 (f)(l)

440

337

Class E, 0.5659% 9/15/21 (f)(l)

1,586

1,202

Class F, 0.6159% 9/15/21 (f)(l)

906

676

Class G, 0.6359% 9/15/21 (f)(l)

1,791

1,240

Class H, 0.6759% 9/15/21 (f)(l)

462

201

Lehman Large Loan Trust Series 1997-LLI Class E, 7.3% 10/12/34

2,435

2,578

Merrill Lynch Mortgage Trust:

sequential payer:

Series 2004-MKB1 Class A2, 4.353% 2/12/42

128

128

Series 2005-CIP1 Class A2, 4.96% 7/12/38

3,351

3,435

Series 2007-C1 Class A1, 4.533% 6/12/50

300

303

Series 2005-CKI1 Class A3, 5.2324% 11/12/37 (l)

2,253

2,328

Series 2005-LC1 Class F, 5.3777% 1/12/44 (f)(l)

1,194

443

Series 2006-C1 Class A2, 5.6099% 5/12/39 (l)

1,935

2,042

Series 2007-C1 Class A4, 5.826% 6/12/50 (l)

5,194

5,568

Series 2008-C1 Class A4, 5.69% 2/12/51

2,929

3,105

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Merrill Lynch-CFC Commercial Mortgage Trust:

floater Series 2006-4 Class A2FL, 0.4625% 12/12/49 (l)

$ 639

$ 621

sequential payer:

Series 2006-1 CLass A3, 5.4664% 2/12/39 (l)

1,460

1,534

Series 2006-4 Class ASB, 5.133% 12/12/49 (l)

1,179

1,265

Series 2007-5:

Class A1, 4.275% 8/12/48

34

34

Class A3, 5.364% 8/12/48

535

548

Class A4, 5.378% 8/12/48

55

54

Class B, 5.479% 2/12/17

4,116

725

Series 2007-6:

Class A1, 5.175% 3/12/51

72

74

Class A4, 5.485% 3/12/51 (l)

3,250

3,239

Series 2007-7 Class A4, 5.7485% 6/12/50 (l)

4,802

4,826

Series 2007-8 Class A1, 4.622% 8/12/49

259

264

Series 2006-4 Class XP, 0.6254% 12/12/49 (l)(n)

26,993

491

Series 2007-6 Class B, 5.635% 3/12/51 (l)

1,372

410

Series 2007-7 Class B, 5.75% 6/12/50

1,765

294

Series 2007-8 Class A3, 5.9564% 8/12/49 (l)

1,183

1,272

Morgan Stanley Capital I Trust:

floater:

Series 2006-XLF:

Class C, 1.472% 7/15/19 (f)(l)

653

82

Class F, 0.592% 7/15/19 (f)(l)

1,321

1,202

Class G, 0.632% 7/15/19 (f)(l)

750

540

Series 2007-XCLA Class A1, 0.472% 7/17/17 (f)(l)

2,009

1,105

Series 2007-XLCA Class B, 0.772% 7/17/17 (f)(l)

1,792

125

Series 2007-XLFA:

Class C, 0.432% 10/15/20 (f)(l)

788

335

Class D, 0.462% 10/15/20 (f)(l)

529

119

Class E, 0.522% 10/15/20 (f)(l)

662

83

Class F, 0.572% 10/15/20 (f)(l)

397

40

Class G, 0.612% 10/15/20 (f)(l)

491

37

Class H, 0.702% 10/15/20 (f)(l)

309

8

Class J, 0.852% 10/15/20 (f)(l)

353

9

Class MHRO, 0.962% 10/15/20 (f)(l)

424

85

Class MJPM, 1.272% 10/15/20 (f)(l)

160

120

Class MSTR, 0.972% 10/15/20 (f)(l)

300

60

Class NHRO, 1.162% 10/15/20 (f)(l)

641

90

Class NSTR, 1.122% 10/15/20 (f)(l)

276

39

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Morgan Stanley Capital I Trust: - continued

sequential payer:

Series 2003-IQ5 Class X2, 0.8727% 4/15/38 (f)(l)(n)

$ 4,224

$ 35

Series 2005-IQ9 Class A3, 4.54% 7/15/56

2,037

2,110

Series 2007-HQ11:

Class A1, 5.246% 2/12/44

238

243

Class A31, 5.439% 2/12/44 (l)

10,884

11,461

Series 2007-IQ13 Class A1, 5.05% 3/15/44

244

248

Series 2007-IQ14 Class A1, 5.38% 4/15/49

241

247

Series 2007-IQ15 Class A4, 5.8798% 6/11/49 (l)

6,250

6,591

Series 2007-T25:

Class A1, 5.391% 11/12/49

150

154

Class A2, 5.507% 11/12/49

1,349

1,473

Series 2007-T27 Class A4, 5.6487% 6/11/42 (l)

5,025

5,527

Series 2003-IQ6 Class X2, 0.5807% 12/15/41 (f)(l)(n)

8,877

65

Series 2005-IQ9 Class X2, 1.0854% 7/15/56 (f)(l)(n)

15,267

217

Series 2006-HQ10 Class X2, 0.4996% 11/12/41 (f)(l)(n)

5,821

63

Series 2006-HQ8 Class A3, 5.4379% 3/12/44 (l)

2,128

2,182

Series 2006-HQ9 Class B, 5.832% 7/12/44 (l)

2,036

1,507

Series 2006-IQ11 Class A4, 5.7685% 10/15/42 (l)

412

458

Series 2006-IQ12 Class B, 5.468% 12/15/43

1,372

343

Series 2006-T23 Class A3, 5.8072% 8/12/41 (l)

700

755

Series 2007-HQ11 Class B, 5.538% 2/20/44 (l)

2,488

896

Series 2007-HQ12 Class A4, 5.6333% 4/12/49 (l)

7,259

7,403

Series 2007-IQ14:

Class A4, 5.692% 4/15/49 (l)

2,058

2,089

Class AAB, 5.654% 4/15/49

3,010

3,218

Class B, 5.7249% 4/15/49 (l)

337

81

Series 2007-XLC1:

Class C, 0.872% 7/17/17 (f)(l)

2,423

61

Class D, 0.972% 7/17/17 (f)(l)

1,140

29

Class E, 1.072% 7/17/17 (f)(l)

927

23

Morgan Stanley Dean Witter Capital I Trust sequential payer Series 2001-PPM Class A2, 6.4% 2/15/31

14

14

Structured Asset Securities Corp. Series 1997-LLI Class D, 7.15% 10/12/34

154

160

TrizecHahn Office Properties Trust Series 2001-TZHA Class C4, 6.893% 5/15/16 (f)

1,166

1,189

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Wachovia Bank Commercial Mortgage Trust:

floater:

Series 2005-WL5A Class K, 1.4759% 1/15/18 (f)(l)

$ 1,013

$ 1,007

Series 2006-WL7A:

Class E, 0.5519% 9/15/21 (f)(l)

1,377

817

Class F, 0.6119% 8/11/18 (f)(l)

1,490

622

Class G, 0.6319% 8/11/18 (f)(l)

1,411

573

Class J, 0.8719% 8/11/18 (f)(l)

314

80

Series 2007-WHL8:

Class AP1, 0.9759% 6/15/20 (f)(l)

105

58

Class AP2, 1.0759% 6/15/20 (f)(l)

175

87

Class F, 0.7559% 6/15/20 (f)(l)

3,396

849

Class LXR1, 0.9759% 6/15/20 (f)(l)

169

101

Class LXR2, 1.0759% 6/15/20 (f)(l)

2,315

1,157

sequential payer:

Series 2003-C6 Class A2, 4.498% 8/15/35

80

80

Series 2003-C7 Class A1, 4.241% 10/15/35 (f)

2,307

2,326

Series 2006-C27 Class A2, 5.624% 7/15/45

1,226

1,257

Series 2006-C28 Class A4, 5.572% 10/15/48

6,800

7,083

Series 2006-C29:

Class A1, 5.11% 11/15/48

361

366

Class A3, 5.313% 11/15/48

3,644

3,880

Series 2007-C30:

Class A1, 5.031% 12/15/43

94

95

Class A3, 5.246% 12/15/43

1,178

1,189

Class A4, 5.305% 12/15/43

403

402

Class A5, 5.342% 12/15/43

1,468

1,430

Series 2007-C31:

Class A1, 5.14% 4/15/47

44

44

Class A4, 5.509% 4/15/47

3,101

3,067

Series 2007-C32:

Class A2, 5.735% 6/15/49 (l)

1,646

1,713

Class A3, 5.74% 6/15/49 (l)

19,610

19,533

Series 2003-C6 Class G, 5.125% 8/15/35 (f)(l)

652

615

Series 2003-C8 Class XP, 0.1813% 11/15/35 (f)(l)(n)

2,168

2

Series 2003-C9 Class XP, 0.4499% 12/15/35 (f)(l)(n)

3,035

4

Series 2004-C15:

Class 180A, 5.5782% 10/15/41 (f)(l)

1,055

981

Class 180B, 5.3979% 10/15/41 (f)(l)

480

432

Series 2005-C19 Class B, 4.892% 5/15/44

1,372

1,122

Series 2005-C22:

Class B, 5.3598% 12/15/44 (l)

3,042

2,090

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Wachovia Bank Commercial Mortgage Trust: - continued

Series 2005-C22:

Class F, 5.3598% 12/15/44 (f)(l)

$ 2,288

$ 914

Series 2006-C29 Class E, 5.516% 11/15/48 (l)

1,372

425

Series 2007-C30:

Class C, 5.483% 12/15/43 (l)

4,116

683

Class D, 5.513% 12/15/43 (l)

2,195

188

Class XP, 0.4367% 12/15/43 (f)(l)(n)

15,802

216

Series 2007-C31 Class C, 5.6935% 4/15/47 (l)

5,657

1,199

Series 2007-C31A Class A2, 5.421% 4/15/47

1,580

1,636

Series 2007-C32:

Class D, 5.74% 6/15/49 (l)

1,031

206

Class E, 5.74% 6/15/49 (l)

1,625

278

Wachovia Bank Commercial Mortgage Trust pass-thru certificates:

sequential payer Series 2007-C33 Class A5, 5.902% 2/15/51 (l)

908

920

Series 2007-C33 Class B, 5.902% 2/15/51 (l)

2,307

753

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $434,582)

516,544

Municipal Securities - 0.3%

 

California Gen. Oblig.:

7.5% 4/1/34

7,885

8,852

7.55% 4/1/39

11,566

13,138

TOTAL MUNICIPAL SECURITIES

(Cost $19,663)

21,990

Foreign Government and Government Agency Obligations - 0.0%

 

Brazilian Federative Republic 4.875% 1/22/21
(Cost $2,803)

2,730

2,928

Supranational Obligations - 0.0%

 

Corporacion Andina de Fomento 5.2% 5/21/13
(Cost $514)

516

554

Fixed-Income Funds - 13.5%

Shares

Value (000s)

Fidelity Mortgage Backed Securities Central Fund (m)

8,344,198

$ 885,153

Fidelity Specialized High Income Central Fund (m)

1,466,289

143,843

TOTAL FIXED-INCOME FUNDS

(Cost $979,321)

1,028,996

Preferred Securities - 0.0%

Principal Amount (000s)

 

FINANCIALS - 0.0%

Diversified Financial Services - 0.0%

MUFG Capital Finance 1 Ltd. 6.346% (l)

(Cost $3,523)

$ 3,474

3,486

Cash Equivalents - 9.3%

Maturity Amount (000s)

 

Investments in repurchase agreements in a joint trading account at 0.25%, dated 8/31/10 due 9/1/10:

(Collateralized by U.S. Government Obligations) #

$ 610,538

610,534

(Collateralized by U.S. Government Obligations) # (b)

102,126

102,125

TOTAL CASH EQUIVALENTS

(Cost $712,659)

712,659

TOTAL INVESTMENT PORTFOLIO - 109.3%

(Cost $7,932,254)

8,357,961

NET OTHER ASSETS (LIABILITIES) - (9.3)%

(709,714)

NET ASSETS - 100%

$ 7,648,247

Swap Agreements

 

Expiration Date

Notional Amount (000s)

Value (000s)

Credit Default Swaps

Receive monthly a fixed rate of .15% multiplied by the notional amount and pay to Credit Suisse First Boston upon each credit event of one of the issues of ABX AA 07-01 Index, par value of the proportional notional amount (Rating-C) (Upfront Payment $2,116,000) (k)

Sept. 2037

$ 7,019

$ (6,582)

Receive monthly a fixed rate of .15% multiplied by the notional amount and pay to Credit Suisse First Boston upon each credit event of one of the issues of ABX AA 07-01 Index, par value of the proportional notional amount (Rating-C) (Upfront Payment $5,250,000) (k)

Sept. 2037

19,074

(17,884)

Receive monthly a fixed rate of .15% multiplied by the notional amount and pay to JPMorgan Chase, Inc. upon each credit event of one of the issues of ABX AA 07-01 Index, par value of the proportional notional amount (Rating-C) (Upfront Payment $1,302,000) (k)

Sept. 2037

4,272

(4,006)

Receive monthly a fixed rate of .15% multiplied by the notional amount and pay to JPMorgan Chase, Inc. upon each credit event of one of the issues of ABX AA 07-01 Index, par value of the proportional notional amount (Rating-C) (Upfront Payment $4,231,000) (k)

Sept. 2037

14,267

(13,378)

Receive monthly a fixed rate of .15% multiplied by the notional amount and pay to Morgan Stanley, Inc. upon each credit event of one of the issues of ABX AA 07-01 Index, par value of the proportional notional amount (Rating-C) (Upfront Payment $2,754,000) (k)

Sept. 2037

7,782

(7,297)

Receive monthly a fixed rate of .15% multiplied by the notional amount and pay to UBS upon each credit event of one of the issues of ABX AA 07-1 Index, par value of the proportional notional amount (Rating-C) (Upfront Payment $3,716,000) (k)

Sept. 2037

12,741

(11,947)

Receive monthly notional amount multiplied by .82% and pay UBS upon credit event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC6 Class M3, 5.6413% 7/25/34 (j)

August 2034

609

(359)

Swap Agreements - continued

 

Expiration Date

Notional Amount (000s)

Value (000s)

Credit Default Swaps - continued

Receive monthly notional amount multiplied by .85% and pay UBS upon credit event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC8 Class M6, 5.4413% 9/25/34 (j)

Oct. 2034

$ 590

$ (314)

Receive monthly notional amount multiplied by 2.54% and pay Merrill Lynch upon credit event of Countrywide Home Loans, Inc., par value of the notional amount of Countrywide Home Loans, Inc. Series 2003-BC1 Class B1, 7.6913% 3/25/32 (Rating-Ba1) (j)

April 2032

186

(109)

Receive monthly notional amount multiplied by 2.61% and pay Goldman Sachs upon credit event of Fremont Home Loan Trust, par value of the notional amount of Fremont Home Loan Trust Series 2004-A Class B3, 7.0413% 1/25/34 (Rating-C) (j)

Feb. 2034

4

(3)

Receive monthly notional amount multiplied by 3.05% and pay Merrill Lynch upon credit event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC8, Class B3, 7.2913% 9/25/34 (Rating-B1) (j)

Oct. 2034

779

(430)

Receive monthly notional amount multiplied by 3.35% and pay Morgan Stanley, Inc. upon credit event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-HE7, Class B3, 9.01% 8/25/34 (Rating-C) (j)

Sept. 2034

591

(472)

Swap Agreements - continued

 

Expiration Date

Notional Amount (000s)

Value (000s)

Credit Default Swaps - continued

Receive quarterly notional amount multiplied by .35% and pay Goldman Sachs upon credit event of Southern California Edison Co., par value of the notional amount of Southern California Edison Co. 7.625% 1/15/10 (j)

Sept. 2010

$ 11,200

$ 6

Receive quarterly notional amount multiplied by 4% and pay Morgan Stanley, Inc. upon credit event of Developers Diversified Realty Corp., par value of the notional amount of Developers Diversified Realty Corp. 5.375% 10/15/12 (Rating-Baa3) (j)

March 2013

13,500

373

TOTAL CREDIT DEFAULT SWAPS

$ 92,614

$ (62,402)

Interest Rate Swaps

Receive quarterly a floating rate based on 3-month LIBOR and pay semi-annually a fixed rate equal to 3.2638% with Credit Suisse First Boston

August 2040

70,000

(1,617)

Receive semi-annually a fixed rate equal to 1.165% and pay quarterly a floating rate based on 3-month LIBOR with JPMorgan Chase, Inc.

July 2013

210,000

1,559

Receive semi-annually a fixed rate equal to 2.76% and pay quarterly a floating rate based on 3-month LIBOR with Credit Suisse First Boston

Sept. 2014

60,000

4,221

TOTAL INTEREST RATE SWAPS

$ 340,000

$ 4,163

 

$ 432,614

$ (58,239)

Legend

(a) Non-income producing

(b) Includes investment made with cash collateral received from securities on loan.

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

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

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

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $498,473,000 or 6.5% of net assets.

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

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

(i) Security or a portion of the security has been segregated as collateral for open swap agreements. At the period end, the value of securities pledged amounted to $60,617,000.

(j) Represents a credit default swap contract in which the Fund has sold protection on the underlying reference entity. The value of each credit default swap and the credit rating can be measures of the current payment/performance risk. For the underlying reference entity, ratings disclosed are from Moody's Investors Service, Inc. Where Moody's ratings are not available, S&P ratings are disclosed and are indicated as such. All ratings are as of the report date and do not reflect subsequent changes. Where a credit rating is not disclosed, the value is used as the measure of the payment/performance risk.

(k) Represents a credit default swap based on a tradable index of home equity asset-backed debt securities. The value of each credit default swap and the credit rating can be measures of the current payment/ performance risk. In addition, the swap represents a contract in which the Fund has sold protection on the index of underlying securities. Ratings represent a weighted average of the ratings of all securities included in the index. Ratings used in the weighted average are from Moody's Investors Service, Inc., or S&P where Moody's ratings are not available. All ratings are as of the report date and do not reflect subsequent changes.

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

(m) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited schedule of portfolio holdings for each Fidelity Central Fund is filed with the SEC for the first and third quarters of each fiscal year on Form N-Q and is available upon request or at the SEC's web site at www.sec.gov. An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro rata share of securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's web site or upon request.

(n) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool held as of the end of the period.

* Amount represents less than $1,000.

# Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty

Value
(Amount in thousands)

$610,534,000 due 9/01/10 at 0.25%

Banc of America Securities LLC

$ 47,533

Bank of America NA

71,347

Barclays Capital, Inc.

142,693

Goldman, Sachs & Co.

23,782

Merrill Lynch Government Securities, Inc.

42,808

Mizuho Securities USA, Inc.

190,258

Morgan Stanley & Co., Inc.

92,113

 

$ 610,534

$102,125,000 due 9/01/10 at 0.25%

Deutsche Bank Securities, Inc.

$ 102,125

Affiliated Central Funds

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

Fund

Income earned
(Amount in thousands)

Fidelity Mortgage Backed Securities Central Fund

$ 35,298

Fidelity Specialized High Income Central Fund

10,928

Total

$ 46,226

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

Fund
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Value, end of period

% ownership, end of period

Fidelity Corporate Bond 1-5 Year Central Fund

$ 135,341

$ -

$ 137,142 *

$ -

0.0%

Fidelity Mortgage Backed Securities Central Fund

897,601

35,298

85,040

885,153

12.6%

Fidelity Specialized High Income Central Fund

139,519

10,928

19,983

143,843

32.9%

Total

$ 1,172,461

$ 46,226

$ 242,165

$ 1,028,996

* Includes the value of shares redeemed through in-kind transactions. See Note 7 of the Notes to Financial Statements.

Other Information

The following is a summary of the inputs used, as of August 31, 2010, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Corporate Bonds

$ 1,609,792

$ -

$ 1,609,792

$ -

U.S. Government and Government Agency Obligations

3,102,182

-

3,102,182

-

U.S. Government Agency - Mortgage Securities

1,103,606

-

1,103,606

-

Asset-Backed Securities

155,609

-

132,740

22,869

Collateralized Mortgage Obligations

99,615

-

92,276

7,339

Commercial Mortgage Securities

516,544

-

478,494

38,050

Municipal Securities

21,990

-

21,990

-

Foreign Government and Government Agency Obligations

2,928

-

2,928

-

Supranational Obligations

554

-

554

-

Fixed-Income Funds

1,028,996

1,028,996

-

-

Preferred Securities

3,486

-

3,486

-

Cash Equivalents

712,659

-

712,659

-

Total Investments in Securities:

$ 8,357,961

$ 1,028,996

$ 7,260,707

$ 68,258

Derivative Instruments:

Assets

Swap Agreements

$ 6,159

$ -

$ 6,159

$ -

Liabilities

Swap Agreements

$ (64,398)

$ -

$ (62,711)

$ (1,687)

Total Derivative Instruments:

$ (58,239)

$ -

$ (56,552)

$ (1,687)

Other Financial Instruments:

Forward Commitments

$ 400

$ -

$ 400

$ -

The following is a reconciliation of Investments in Securities and Derivative Instruments for which Level 3 inputs were used in determining value:

(Amounts in thousands)

 

Investments in Securities:

Beginning Balance

$ 78,183

Total Realized Gain (Loss)

5,106

Total Unrealized Gain (Loss)

11,129

Cost of Purchases

254

Proceeds of Sales

(20,619)

Amortization/Accretion

1,433

Transfers in to Level 3

25,900

Transfers out of Level 3

(33,128)

Ending Balance

$ 68,258

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at August 31, 2010

$ 11,878

Derivative Instruments:

Swap Agreements

Beginning Balance

$ (1,633)

Total Unrealized Gain (Loss)

1,028

Transfers in to Level 3

(1,082)

Transfers out of Level 3

-

Ending Balance

$ (1,687)

Realized gain (loss) on Swap Agreements for the period

$ (32)

The change in unrealized gain (loss) for the period attributable to Level 3 Swap Agreements held at August 31, 2010

$ 1,022

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities and Derivative Instruments identified as using Level 3 inputs at either the beginning or the end of the current fiscal period, and includes the value of securities received through affiliated in-kind transactions. See Note 7 of the Notes to Financial Statements. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by risk exposure as of August 31, 2010. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Risk Exposure /
Derivative Type

Value
(Amounts in thousands)

 

Asset

Liability

Credit Risk

Swap Agreements (a)

$ 379

$ (62,781)

Interest Rate Risk

Swap Agreements (a)

5,780

(1,617)

Total Value of Derivatives

$ 6,159

$ (64,398)

(a) Value is disclosed on the Statement of Assets and Liabilities in the Unrealized Appreciation and Unrealized Depreciation on Swap Agreements line-items.

Income Tax Information

At August 31, 2010, the Fund had a capital loss carryforward of approximately $488,600,000 of which $1,000, $107,986,000, $17,287,000, $179,146,000 and $184,180,000 will expire on August 31, 2013, 2014, 2016, 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

August 31, 2010

Assets

Investment in securities, at value (including securities loaned of $100,125 and repurchase agreements of $712,659) - See accompanying schedule:

Unaffiliated issuers (cost $6,952,933)

$ 7,328,965

 

Fidelity Central Funds (cost $979,321)

1,028,996

 

Total Investments (cost $7,932,254)

 

$ 8,357,961

Commitment to sell securities on a delayed delivery basis

(130,729)

Receivable for securities sold on a delayed delivery basis

131,129

400

Receivable for investments sold
Regular delivery

 

39,901

Delayed delivery

 

7,357

Receivable for swap agreements

13

Receivable for fund shares sold

12,773

Interest receivable

46,875

Distributions receivable from Fidelity Central Funds

3,588

Unrealized appreciation on swap agreements

6,159

Other receivables

107

Total assets

8,475,134

Liabilities

Payable for investments purchased
Regular delivery

$ 20,544

Delayed delivery

625,483

Payable for swap agreements

920

Payable for fund shares redeemed

9,239

Distributions payable

1,147

Unrealized depreciation on swap agreements

64,398

Accrued management fee

1,990

Distribution and service plan fees payable

83

Other affiliated payables

851

Other payables and accrued expenses

107

Collateral on securities loaned, at value

102,125

Total liabilities

826,887

 

 

 

Net Assets

$ 7,648,247

Net Assets consist of:

 

Paid in capital

$ 7,895,852

Undistributed net investment income

15,919

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

(639,218)

Net unrealized appreciation (depreciation) on investments

375,694

Net Assets

$ 7,648,247

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

Annual Report

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

August 31, 2010

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($172,910 ÷ 23,147 shares)

$ 7.47

 

 

 

Maximum offering price per share (100/96.00 of $7.47)

$ 7.78

Class T:
Net Asset Value
and redemption price per share ($52,861 ÷ 7,073 shares)

$ 7.47

 

 

 

Maximum offering price per share (100/96.00 of $7.47)

$ 7.78

Class B:
Net Asset Value
and offering price per share ($11,900 ÷ 1,591 shares)A

$ 7.48

 

 

 

Class C:
Net Asset Value
and offering price per share ($35,014 ÷ 4,681 shares)A

$ 7.48

 

 

 

 

 

 

Investment Grade Bond:
Net Asset Value
, offering price and redemption price per share ($7,345,097 ÷ 982,629 shares)

$ 7.47

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($30,465 ÷ 4,072 shares)

$ 7.48

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

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

Annual Report

Financial Statements - continued

Statement of Operations

 Amounts in thousands

Year ended August 31, 2010

 

  

  

Investment Income

  

  

Dividends

 

$ 246

Interest

 

247,254

Income from Fidelity Central Funds

 

46,226

Total income

 

293,726

 

 

 

Expenses

Management fee

$ 21,542

Transfer agent fees

7,011

Distribution and service plan fees

899

Fund wide operations fee

2,256

Independent trustees' compensation

25

Miscellaneous

27

Total expenses before reductions

31,760

Expense reductions

(1)

31,759

Net investment income

261,967

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

170,038

Fidelity Central Funds

7,374

 

Swap agreements

(2,079)

 

Total net realized gain (loss)

 

175,333

Change in net unrealized appreciation (depreciation) on:

Investment securities

334,599

Swap agreements

21,448

Delayed delivery commitments

3,655

 

Total change in net unrealized appreciation (depreciation)

 

359,702

Net gain (loss)

535,035

Net increase (decrease) in net assets resulting from operations

$ 797,002

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
August 31,
2010

Year ended
August 31,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 261,967

$ 379,232

Net realized gain (loss)

175,333

(986,405)

Change in net unrealized appreciation (depreciation)

359,702

715,000

Net increase (decrease) in net assets resulting
from operations

797,002

107,827

Distributions to shareholders from net investment income

(247,482)

(394,409)

Share transactions - net increase (decrease)

891,216

(3,508,737)

Total increase (decrease) in net assets

1,440,736

(3,795,319)

 

 

 

Net Assets

Beginning of period

6,207,511

10,002,830

End of period (including undistributed net investment income of $15,919 and undistributed net investment income of $11,786, respectively)

$ 7,648,247

$ 6,207,511

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

Annual Report

Financial Highlights - Class A

Years ended August 31,

2010

2009

2008

2007

2006L

2006K

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 6.89

$ 6.89

$ 7.18

$ 7.35

$ 7.24

$ 7.50

Income from Investment Operations

 

 

 

 

 

 

Net investment incomeE

  .254

  .303

  .331

  .353

  .118

  .298

Net realized and unrealized gain (loss)

  .566

  .007H

  (.303)

  (.161)

  .092

  (.206)

Total from investment operations

  .820

  .310

  .028

  .192

  .210

  .092

Distributions from net investment income

  (.240)

  (.310)

  (.311)

  (.352)

  (.100)

  (.282)

Distributions from net realized gain

  -

  -

  (.007)

  (.010)

  -

  (.070)

Total distributions

  (.240)

  (.310)

  (.318)

  (.362)

  (.100)

  (.352)

Net asset value, end of period

$ 7.47

$ 6.89

$ 6.89

$ 7.18

$ 7.35

$ 7.24

Total ReturnB,C,D

  12.10%

  4.89%

  .36%

  2.61%

  2.92%

  1.23%

Ratios to Average Net AssetsF,I

 

 

 

 

 

Expenses before reductions

  .77%

  .79%

  .80%

  .75%

  .71%A

  .71%

Expenses net of fee
waivers, if any

  .77%

  .79%

  .80%

  .75%

  .71%A

  .71%

Expenses net of all
reductions

  .77%

  .79%

  .80%

  .74%

  .71%A

  .71%

Net investment income

  3.55%

  4.67%

  4.67%

  4.83%

  4.86%A

  4.04%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 173

$ 145

$ 79

$ 79

$ 46

$ 37

Portfolio turnover rateG

  174%M

  119%J,M

  231%

  181%M

  206%A,J

  145%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

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

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

K For the period ended April 30.

L For the four month period ended August 31. The Fund changed its fiscal year end from April 30 to August 31, effective August 31, 2006.

M The portfolio turnover rate excludes liquidations and/or redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Class T

Years ended August 31,

2010

2009

2008

2007

2006L

2006K

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 6.90

$ 6.89

$ 7.18

$ 7.35

$ 7.24

$ 7.51

Income from Investment Operations

 

 

 

 

 

 

Net investment incomeE

  .252

  .302

  .332

  .350

  .116

  .290

Net realized and unrealized gain (loss)

  .555

  .016H

  (.303)

  (.163)

  .091

  (.216)

Total from investment operations

  .807

  .318

  .029

  .187

  .207

  .074

Distributions from net investment income

  (.237)

  (.308)

  (.312)

  (.347)

  (.097)

  (.274)

Distributions from net realized gain

  -

  -

  (.007)

  (.010)

  -

  (.070)

Total distributions

  (.237)

  (.308)

  (.319)

  (.357)

  (.097)

  (.344)

Net asset value, end of period

$ 7.47

$ 6.90

$ 6.89

$ 7.18

$ 7.35

$ 7.24

Total ReturnB,C,D

  11.90%

  5.02%

  .36%

  2.54%

  2.89%

  .98%

Ratios to Average Net AssetsF,I

 

 

 

 

 

Expenses before reductions

  .80%

  .82%

  .80%

  .80%

  .82%A

  .83%

Expenses net of fee
waivers, if any

  .80%

  .82%

  .80%

  .80%

  .82%A

  .83%

Expenses net of all
reductions

  .80%

  .82%

  .79%

  .79%

  .81%A

  .83%

Net investment income

  3.51%

  4.65%

  4.67%

  4.77%

  4.76%A

  3.92%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 53

$ 46

$ 53

$ 68

$ 59

$ 57

Portfolio turnover rateG

  174%M

  119%J,M

  231%

  181%M

  206%A,J

  145%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

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

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

K For the period ended April 30.

L For the four month period ended August 31. The Fund changed its fiscal year end from April 30 to August 31, effective August 31, 2006.

M The portfolio turnover rate excludes liquidations and/or redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Class B

Years ended August 31,

2010

2009

2008

2007

2006L

2006K

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 6.90

$ 6.89

$ 7.19

$ 7.36

$ 7.24

$ 7.51

Income from Investment Operations

 

 

 

 

 

 

Net investment incomeE

  .201

  .257

  .281

  .299

  .099

  .239

Net realized and unrealized gain (loss)

  .566

  .016H

  (.313)

  (.164)

  .102

  (.216)

Total from investment operations

  .767

  .273

  (.032)

  .135

  .201

  .023

Distributions from net investment income

  (.187)

  (.263)

  (.261)

  (.295)

  (.081)

  (.223)

Distributions from net realized gain

  -

  -

  (.007)

  (.010)

  -

  (.070)

Total distributions

  (.187)

  (.263)

  (.268)

  (.305)

  (.081)

  (.293)

Net asset value, end of period

$ 7.48

$ 6.90

$ 6.89

$ 7.19

$ 7.36

$ 7.24

Total ReturnB,C,D

  11.26%

  4.29%

  (.49) %

  1.83%

  2.79%

  .28%

Ratios to Average Net AssetsF,I

 

 

 

 

 

Expenses before reductions

  1.51%

  1.51%

  1.50%

  1.50%

  1.50%A

  1.51%

Expenses net of fee
waivers, if any

  1.51%

  1.51%

  1.50%

  1.50%

  1.50%A

  1.51%

Expenses net of all
reductions

  1.51%

  1.51%

  1.50%

  1.50%

  1.50%A

  1.51%

Net investment income

  2.81%

  3.95%

  3.96%

  4.07%

  4.07%A

  3.24%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 12

$ 11

$ 9

$ 10

$ 9

$ 9

Portfolio turnover rateG

  174%M

  119%J,M

  231%

  181%M

  206%A,J

  145%

A Annualized

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

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

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

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

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

H The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

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

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

K For the period ended April 30.

L For the four month period ended August 31. The Fund changed its fiscal year end from April 30 to August 31, effective August 31, 2006.

M The portfolio turnover rate excludes liquidations and/or redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Class C

Years ended August 31,

2010

2009

2008

2007

2006L

2006K

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 6.90

$ 6.90

$ 7.19

$ 7.36

$ 7.24

$ 7.51

Income from Investment Operations

 

 

 

 

 

 

Net investment incomeE

  .200

  .255

  .278

  .294

  .097

  .233

Net realized and unrealized gain (loss)

  .566

  .005H

  (.304)

  (.163)

  .102

  (.216)

Total from investment operations

  .766

  .260

  (.026)

  .131

  .199

  .017

Distributions from net investment income

  (.186)

  (.260)

  (.257)

  (.291)

  (.079)

  (.217)

Distributions from net realized gain

  -

  -

  (.007)

  (.010)

  -

  (.070)

Total distributions

  (.186)

  (.260)

  (.264)

  (.301)

  (.079)

  (.287)

Net asset value, end of period

$ 7.48

$ 6.90

$ 6.90

$ 7.19

$ 7.36

$ 7.24

Total ReturnB,C,D

  11.24%

  4.09%

  (.40)%

  1.77%

  2.76%

  .20%

Ratios to Average Net AssetsF,I

 

 

 

 

 

Expenses before reductions

  1.52%

  1.55%

  1.55%

  1.55%

  1.58%A

  1.60%

Expenses net of fee
waivers, if any

  1.52%

  1.55%

  1.55%

  1.55%

  1.58%A

  1.60%

Expenses net of all
reductions

  1.52%

  1.55%

  1.55%

  1.55%

  1.58%A

  1.60%

Net investment income

  2.79%

  3.91%

  3.91%

  4.02%

  3.99%A

  3.15%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 35

$ 27

$ 14

$ 17

$ 10

$ 9

Portfolio turnover rateG

  174%M

  119%J,M

  231%

  181%M

  206%A,J

  145%

A Annualized

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

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

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

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

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

H The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

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

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

K For the period ended April 30.

L For the four month period ended August 31. The Fund changed its fiscal year end from April 30 to August 31, effective August 31, 2006.

M The portfolio turnover rate excludes liquidations and/or redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Investment Grade Bond

Years ended August 31,

2010

2009

2008

2007

2006K

2006J

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 6.90

$ 6.89

$ 7.19

$ 7.35

$ 7.24

$ 7.50

Income from Investment Operations

 

 

 

 

 

 

Net investment incomeD

  .277

  .326

  .356

  .376

  .124

  .317

Net realized and unrealized gain (loss)

  .556

  .015G

  (.313)

  (.153)

  .092

  (.206)

Total from investment operations

  .833

  .341

  .043

  .223

  .216

  .111

Distributions from net investment income

  (.263)

  (.331)

  (.336)

  (.373)

  (.106)

  (.301)

Distributions from net realized gain

  -

  -

  (.007)

  (.010)

  -

  (.070)

Total distributions

  (.263)

  (.331)

  (.343)

  (.383)

  (.106)

  (.371)

Net asset value, end of period

$ 7.47

$ 6.90

$ 6.89

$ 7.19

$ 7.35

$ 7.24

Total ReturnB,C

  12.29%

  5.39%

  .57%

  3.05%

  3.01%

  1.48%

Ratios to Average Net AssetsE,H

 

 

 

 

 

Expenses before reductions

  .45%

  .46%

  .45%

  .45%

  .45%A

  .46%

Expenses net of fee
waivers, if any

  .45%

  .46%

  .45%

  .45%

  .45%A

  .46%

Expenses net of all
reductions

  .45%

  .46%

  .44%

  .44%

  .45%A

  .46%

Net investment income

  3.86%

  5.00%

  5.02%

  5.13%

  5.12%A

  4.29%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period
(in millions)

$ 7,345

$ 5,951

$ 9,814

$ 11,739

$ 10,141

$ 8,018

Portfolio turnover rateF

  174%L

  119%I,L

  231%

  181%L

  206%A,I

  145%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

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

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

J For the period ended April 30.

K For the four month period ended August 31. The Fund changed its fiscal year end from April 30 to August 31, effective August 31, 2006.

L The portfolio turnover rate excludes liquidations and/or redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Institutional Class

Years ended August 31,

2010

2009

2008

2007

2006K

2006J

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 6.90

$ 6.90

$ 7.19

$ 7.36

$ 7.25

$ 7.51

Income from Investment Operations

 

 

 

 

 

 

Net investment incomeD

  .274

  .322

  .353

  .374

  .124

  .313

Net realized and unrealized gain (loss)

  .565

  .005G

  (.303)

  (.163)

  .091

  (.205)

Total from investment operations

  .839

  .327

  .050

  .211

  .215

  .108

Distributions from net investment income

  (.259)

  (.327)

  (.333)

  (.371)

  (.105)

  (.298)

Distributions from net realized gain

  -

  -

  (.007)

  (.010)

  -

  (.070)

Total distributions

  (.259)

  (.327)

  (.340)

  (.381)

  (.105)

  (.368)

Net asset value, end of period

$ 7.48

$ 6.90

$ 6.90

$ 7.19

$ 7.36

$ 7.25

Total ReturnB,C

  12.38%

  5.16%

  .66%

  2.88%

  2.99%

  1.44%

Ratios to Average Net AssetsE,H

 

 

 

 

 

Expenses before reductions

  .50%

  .53%

  .50%

  .48%

  .49%A

  .50%

Expenses net of fee
waivers, if any

  .50%

  .53%

  .50%

  .48%

  .49%A

  .50%

Expenses net of all
reductions

  .50%

  .53%

  .49%

  .47%

  .49%A

  .50%

Net investment income

  3.82%

  4.94%

  4.97%

  5.10%

  5.07%A

  4.25%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period
(in millions)

$ 30

$ 27

$ 34

$ 41

$ 29

$ 26

Portfolio turnover rate F

  174%L

  119%I,L

  231%

  181%L

  206%A,I

  145%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

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

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

J For the period ended April 30.

K For the four month period ended August 31. The Fund changed its fiscal year end from April 30 to August 31, effective August 31, 2006.

L The portfolio turnover rate excludes liquidations and/or redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Notes to Financial Statements

For the period ended August 31, 2010

(Amounts in thousands except ratios)

1. Organization.

Fidelity Investment Grade Bond Fund (the Fund) is a fund of Fidelity Fixed-Income Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Investment Grade Bond, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases by existing shareholders. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

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

Based on their investment objective, each Fidelity Central Fund may invest or participate in various investment vehicles or strategies that are similar to those of the Fund. These strategies are consistent with the investment objectives of the Fund and may involve certain economic risks which may cause a decline in value of each of the Fidelity Central Funds and thus a decline in the value of the Fund. The following summarizes the Fund's investment in each Fidelity Central Fund.

Annual Report

2. Investments in Fidelity Central Funds - continued

Fidelity
Central Fund

Investment
Manager

Investment
Objective

Investment
Practices

Fidelity Mortgage Backed Securities Central Fund

Fidelity Investment Money Management, Inc. (FIMM)

Seeks a high level of income by normally investing in investment-grade mortgage-related securities and repurchase agreements for those securities.

Delayed Delivery & When Issued Securities

Futures

Repurchase Agreements

Swap Agreements

Fidelity Specialized High Income Central Fund

FMR Co., Inc. (FMRC)

Seeks a high level of current income by normally investing in income-producing debt securities with an emphasis on lower-quality debt securities.

Repurchase Agreements

Restricted Securities

Loans & Direct Instruments

An unaudited holdings listing for each Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through each fund's investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds which contain the significant accounting policies (including security valuation policies) of those funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events, changes in interest rates and credit

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Security Valuation - continued

quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of August 31, 2010, for the Fund's investments, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, foreign government and government agency obligations, municipal securities, preferred securities, supranational obligations and U.S. government and government agency obligations, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. For asset backed securities, collateralized mortgage obligations, commercial mortgage securities, and U.S. government agency mortgage securities, pricing services utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and, accordingly, such securities are generally categorized as Level 2 in the hierarchy. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates fair value and are categorized as Level 2 in the hierarchy.

Swaps are marked-to-market daily based on valuations from independent pricing services or dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Pricing services utilize matrix pricing which considers comparisons to interest rate curves, credit spread curves, default possibilities and recovery rates and, as a result, swaps are generally categorized as Level 2 in the hierarchy.

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

When independent prices are unavailable or unreliable, debt securities and swaps may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted to the rate of inflation. Interest is accrued based on the principal value, which is adjusted for inflation. The adjustments to principal due to inflation are reflected as increases or decreases to interest income even though principal is not received until maturity. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability 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 amongst each fund in the Trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of August 31, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

Book-tax differences are primarily due to swap agreements, market discount, partnerships (including allocations from Fidelity Central Fund), deferred trustees compensation, financing transactions, capital loss carryforwards, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation

$ 355,175

Gross unrealized depreciation

(70,981)

Net unrealized appreciation (depreciation)

$ 284,194

 

 

Tax Cost

$ 8,073,767

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 6,705

Capital loss carryforward

$ (488,600)

Net unrealized appreciation (depreciation)

$ 233,100

The tax character of distributions paid was as follows:

 

August 31, 2010

August 31, 2009

Ordinary Income

$ 247,482

$ 394,409

4. Operating Policies.

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

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Operating Policies - continued

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

5. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund uses derivative instruments (derivatives), including swap agreements, in order to meet its investment objectives. The strategy is to use derivatives to increase returns, to gain exposure to certain types of assets and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives may increase or decrease its exposure to the following risks:

Credit Risk

Credit risk relates to the ability of the issuer to a financial instrument to make further principal or interest payments on an obligation or commitment that it has entered into with the Fund.

Interest Rate Risk

Interest rate risk relates to the fluctuations in the value of interest-bearing securities due to changes in the prevailing levels of market interest rates.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to sell the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain over-the-counter derivatives, the Fund attempts to reduce its exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association (ISDA) Master Agreement on a bilateral basis with each of its counterparties. The ISDA Master Agreement gives each counterparty the right to terminate all transactions traded under such agreement if there is a certain deterioration in the credit quality of the other party. The ISDA Master Agreement gives the Fund the right, upon an event of default by the applicable counterparty or a termination of the agreement, to close out all transactions traded under such agreement

Annual Report

5. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

and to net amounts owed under each transaction to one net payable by one party to the other. To mitigate counterparty credit risk, the Fund offsets certain payables and/or receivables with collateral. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with the Fund's custodian bank in accordance with the collateral agreements entered into between the Fund, the swap counterparty and the Fund's custodian bank and, if required, is identified in the Schedule of Investments. The Fund could experience delays and costs in gaining access to the collateral even though it is held by the Fund's custodian bank. The Fund's maximum risk of loss from counterparty credit risk is generally the aggregate unrealized appreciation and unpaid counterparty fees in excess of any collateral pledged by the counterparty to the Fund. Risk of loss may exceed the amounts recognized in the Statement of Assets and Liabilities.

Net Realized Gain (Loss) and Change in Net Unrealized Appreciation (Depreciation) on Derivatives. The table below, which reflects the impacts of derivatives on the financial performance of the Fund, summarizes the net realized gain (loss) and change in net unrealized appreciation (depreciation) for derivatives during the period.

Risk Exposure / Derivative Type

Net Realized Gain (Loss)

Change in Net
Unrealized
Appreciation
(Depreciation)

Credit Risk

 

 

Swap Agreements

$ (12,608)

$ 18,664

Interest Rate Risk

 

 

Swap Agreements

10,529

2,784

Totals (a)

$ (2,079)

$ 21,448

(a) A summary of the value of derivatives by risk exposure as of period end, if any, is included at the end of the Schedule of Investments and is representative of activity for the period.

Swap Agreements. A swap agreement (swap) is a contract between two parties to exchange future cash flows at periodic intervals based on a notional principal amount.

Details of swaps open at period end, if any, are included in the Schedule of Investments under the caption "Swap Agreements." Swaps are marked-to-market daily and changes in value are recorded as unrealized appreciation or (depreciation) and reflected in the Statement of Assets and Liabilities. Any upfront payments made or received upon entering a swap to compensate for differences between stated terms of the agreement and prevailing market conditions (e.g. credit spreads, interest rates or other factors) are recorded as realized gain or (loss) ratably over the term of the swap. Payments are exchanged at specified intervals, accrued daily commencing with the effective date of

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

5. Derivative Instruments - continued

Swap Agreements - continued

the contract and recorded as realized gain or (loss). Realized gain or (loss) is also recorded in the event of an early termination of a swap. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on swaps during the period is included in the Statement of Operations.

Risks of loss may include credit risk and interest rate risk. In addition, there is the risk of failure by the counterparty to perform under the terms of the agreement and lack of liquidity in the market.

Interest Rate Swaps. Interest rate swaps are agreements between counterparties to exchange cash flows, one based on a fixed rate, and the other on a floating rate. The Fund entered into interest rate swaps to manage its exposure to interest rate changes. Changes in interest rates can have an effect on both the value of bond holdings as well as the amount of interest income earned. In general, the value of bonds can fall when interest rates rise and can rise when interest rates fall.

Credit Default Swaps. Credit default swaps enable the Fund to buy or sell protection on a debt security or a basket of securities against a defined credit event. Under the terms of a credit default swap the buyer of protection (buyer) receives credit protection in exchange for making periodic payments to the seller of protection (seller) based on a fixed percentage applied to a notional principal amount. In return for these payments, the seller acts as a guarantor of the creditworthiness of a reference obligation. The Fund entered into credit default swaps as a seller to gain credit exposure to an issuer and/or as a buyer to provide a measure of protection against defaults of an issuer. The issuer may be either a single issuer or a "basket" of issuers. Periodic payments are made over the life of the contract provided that no credit event occurs.

For credit default swaps on most corporate and sovereign issuers, credit events include bankruptcy, failure to pay, obligation acceleration or repudiation/moratorium. For credit default swaps on corporate or sovereign issuers, the obligation that may be put to the seller is not limited to the specific reference obligation described in the Schedule of Investments. For credit default swaps on asset-backed securities, a credit event may be triggered by events such as failure to pay principal, maturity extension, rating downgrade or write-down. For credit default swaps on asset-backed securities, the reference obligation described represents the security that may be put to the seller.

As a seller, if an underlying credit event occurs, the Fund will either pay the buyer an amount equal to the notional amount of the swap and take delivery of the reference obligation or underlying securities comprising an index or pay a net settlement amount of cash equal to the notional amount of the swap less the recovery value of the reference obligation or underlying securities comprising an index.

Annual Report

5. Derivative Instruments - continued

Credit Default Swaps - continued

As a buyer, if an underlying credit event occurs, the Fund will either receive from the seller an amount equal to the notional amount of the swap and deliver the reference obligation or underlying securities comprising an index or receive a net settlement amount of cash equal to the notional amount of the swap less the recovery value of the reference obligation or underlying securities comprising an index.

Typically, the value of each credit default swap and credit rating disclosed for each reference obligation in the Schedule of Investments, where the Fund is the seller, can be used as measures of the current payment/performance risk of the swap. As the value of the swap changes as a positive or negative percentage of the total notional amount, the payment/performance risk may decrease or increase, respectively. Any current or future declines in the value of the swap may be partially offset by upfront payments received by the Fund as the seller, if applicable. In addition to these measures, FMR monitors a variety of factors including cash flow assumptions, market activity and market sentiment as part of its ongoing process of assessing payment/performance risk.

The notional amount of credit default swaps is included in the Schedule of Investments and approximates the maximum potential amount of future payments that the Fund could be required to make if the Fund is the sellers and a credit event were to occur. The total notional amount of all credit default swaps open at period end where the Fund is the sellers amounted to $92,614 representing 1.21% of net assets.

6. Purchases and Sales of Investments.

Purchases and sales of securities, including the Fixed-Income Central Funds, other than short-term securities, U.S. government securities and liquidations executed in-kind from Affiliated Central Funds, aggregated $845,147 and $1,573,168, respectively.

7. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .20% of the Fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .32% of the Fund's average net assets.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

7. Fees and Other Transactions with Affiliates - continued

Management Fee and Expense Contract - continued

In addition, under the expense contract, FMR pays all class-level expenses for Investment Grade Bond, so that the total expenses, except the compensation of the independent Trustees and certain other expenses such as interest expense, including commitment fees do not exceed .45% of the Class' average net assets. This agreement does not apply to any of the other classes and any change or modification that would increase expenses can only be made with shareholder approval.

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

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

$ 378

$ 5

Class T

0%

.25%

117

2

Class B

.65%

.25%

101

75

Class C

.75%

.25%

303

90

 

 

 

$ 899

$ 172

Sales Load. FDC receives a front-end sales charge of up to 4.00% for selling Class A shares and Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, .75% for certain purchases of Class A shares (.75% to .50% prior to July 12, 2010) and .25% for certain purchases of Class T shares.

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

 

Retained
by FDC

Class A

$ 20

Class T

3

Class B*

19

Class C*

8

 

$ 50

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

Annual Report

7. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of each respective class of the Fund, with the exception of Investment Grade Bond. FIIOC receives an asset-based fee of .10% of Investment Grade Bond's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, each class paid the following transfer agent fees:

 

Amount

% of
Average
Net Assets

Class A

$ 254

.17

Class T

93

.20

Class B

29

.26

Class C

53

.17

Investment Grade Bond

6,543

.10

Institutional Class

39

.15

 

$ 7,011

 

Fundwide Operations Fee. Pursuant to the Fundwide Operations and Expense Agreement (FWOE), FMR has agreed to provide for fund level expenses (which do not include transfer agent, Rule 12b-1 fees, compensation of the independent Trustees, interest (including commitment fees), taxes or extraordinary expenses, if any) in return for a FWOE fee equal to .35% less the total amount of the management fee. The FWOE paid by the Fund is reduced by an amount equal to the fees and expenses paid to the independent Trustees. For the period, the FWOE fee was equivalent to an annual rate of .03% of average net assets.

Other Affiliated Transactions. On September 25, 2009, the Fidelity Corporate Bond 1-5 Year Central Fund ("1-5 Year"), a Fidelity Central Fund in which the Fund was invested, was liquidated pursuant to a Plan of Liquidation and Dissolution approved by its Board. Under the plan, 1-5 Year distributed in-kind all of its net assets to its shareholders pro rata at its net asset value (NAV) per share as of the close of business on the liquidation date. As a result, the Fund received cash and securities, including accrued interest, of $137,142 in return for 1,323 shares of 1-5 Year. Because 1-5 Year was a partnership for federal income tax purposes, the liquidation generally was tax free to the Fund.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

8. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $26 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

9. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received 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. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of interest income. Net income from lending portfolio securities during the period amounted to $65.

10. Expense Reductions.

Through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $1.

Annual Report

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended August 31,

2010

2009

From net investment income

 

 

Class A

$ 5,063

$ 5,369

Class T

1,546

2,156

Class B

292

385

Class C

783

714

Investment Grade Bond

238,838

384,500

Institutional Class

960

1,285

Total

$ 247,482

$ 394,409

12. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended August 31,

2010

2009

2010

2009

Class A

 

 

 

 

Shares sold

9,628

12,007

$ 69,206

$ 77,884

Issued in exchange for shares of Capital One Total Return Bond Fund

-

5,452

-

33,750

Reinvestment of distributions

439

589

3,155

3,815

Shares redeemed

(7,903)

(8,595)

(56,412)

(56,322)

Net increase (decrease)

2,164

9,453

$ 15,949

$ 59,127

Class T

 

 

 

 

Shares sold

2,791

2,526

$ 20,026

$ 16,379

Reinvestment of distributions

197

317

1,416

2,049

Shares redeemed

(2,638)

(3,788)

(18,750)

(24,703)

Net increase (decrease)

350

(945)

$ 2,692

$ (6,275)

Class B

 

 

 

 

Shares sold

693

866

$ 4,986

$ 5,609

Reinvestment of distributions

31

46

222

299

Shares redeemed

(735)

(629)

(5,261)

(4,088)

Net increase (decrease)

(11)

283

$ (53)

$ 1,820

Class C

 

 

 

 

Shares sold

2,029

2,885

$ 14,572

$ 18,675

Reinvestment of distributions

82

82

591

536

Shares redeemed

(1,356)

(1,039)

(9,700)

(6,752)

Net increase (decrease)

755

1,928

$ 5,463

$ 12,459

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

12. Share Transactions - continued

 

Shares

Dollars

Years ended August 31,

2010

2009

2010

2009

Investment Grade Bond

 

 

 

 

Shares sold

332,220

391,488

$ 2,382,429

$ 2,540,236

Reinvestment of distributions

31,428

55,275

225,823

356,433

Shares redeemed

(243,762)

(1,008,022)

(1,742,304)

(6,466,380)

Net increase (decrease)

119,886

(561,259)

$ 865,948

$ (3,569,711)

Institutional Class

 

 

 

 

Shares sold

2,015

1,621

$ 14,647

$ 10,522

Reinvestment of distributions

111

166

796

1,078

Shares redeemed

(1,978)

(2,764)

(14,226)

(17,757)

Net increase (decrease)

148

(977)

$ 1,217

$ (6,157)

13. Other.

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

14. Credit Risk.

The Fund invests a portion of its assets in structured securities of issuers backed by residential mortgage loans, credit card receivables and automotive loans. The value and related income of these securities is sensitive to changes in economic conditions, including delinquencies and/or defaults.

15. Merger Information.

On November 21, 2008, the Fund acquired all of the assets and assumed all of the liabilities (other than any deferred, accrued or prepaid expenses) of Capital One Total Return Bond Fund pursuant to an agreement and plan of reorganization approved by the Board of Trustees on June 19, 2008. The acquisition was accomplished by an exchange of 5,452 shares of Class A of the Fund for 3,655 shares then outstanding (value at $9.23 per share) of Capital One Total Return Bond Fund. The reorganization qualified as a tax-free reorganization for federal income tax purposes with no gain or loss recognized to the funds or their shareholders. The Capital One Total Return Bond Fund's net assets were combined with the Fund's net assets of $8,459,080 for total net assets after the acquisition of $8,492,830.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Fixed-Income Trust and the Shareholders of Fidelity Investment Grade Bond 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 Investment Grade Bond Fund (a fund of Fidelity Fixed-Income Trust) at August 31, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Investment Grade Bond Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 21, 2010

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, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 189 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. 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.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Kenneth L. Wolfe serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may invest in Fidelity funds that are overseen by such other Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations and Audit Committees. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Abigail P. Johnson (48)

 

Year of Election or Appointment: 2009

Ms. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

James C. Curvey (75)

 

Year of Election or Appointment: 2007

Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

* 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.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Albert R. Gamper, Jr. (68)

 

Year of Election or Appointment: 2006

Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). He also served as President and Chief Executive Officer of Tyco Capital Corporation (2001-2002). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System. Previously, Mr. Gamper served as Chairman of the Board of Governors, Rutgers University (2004-2007).

Robert F. Gartland (58)

 

Year of Election or Appointment: 2010

Mr. Gartland is a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-present) and is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).

Arthur E. Johnson (63)

 

Year of Election or Appointment: 2008

Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present) and AGL Resources, Inc. (holding company). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson and Ms. Abigail P. Johnson are not related.

Michael E. Kenneally (56)

 

Year of Election or Appointment: 2009

Previously, Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity Fixed Income and Asset Allocation Funds (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003-2005). Mr. Kenneally was a Director of the Credit Suisse Funds (U.S. mutual funds, 2004-2008) and certain other closed-end funds (2004-2005) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (69)

 

Year of Election or Appointment: 2007

Mr. Keyes serves as a member of the Boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, since 1998). Prior to his retirement, Mr. Keyes served as Chairman and Chief Executive Officer of Johnson Controls (automotive, building, and energy, 1998-2002) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (63)

 

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. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is an Honorary Trustee of the Brookings Institution and a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California and the Foundation Board of the School of Architecture at the University of Virginia (2007-present). Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).

Kenneth L. Wolfe (71)

 

Year of Election or Appointment: 2005

Mr. Wolfe is Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2008-present). Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Executive Officers:

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

Name, Age; Principal Occupation

John R. Hebble (52)

 

Year of Election or Appointment: 2008 

President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present), Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments.

Boyce I. Greer (54)

 

Year of Election or Appointment: 2005

Vice President of Fidelity's Fixed Income Funds and Asset Allocation Funds (2005). Mr. Greer is also a Trustee of other investment companies advised by FMR. Mr. Greer is President of The North Carolina Capital Management Trust: Cash and Term Portfolio (2003-present), the Asset Allocation Division (2008-present), President and a Director of Strategic Advisers, Inc. (2008-present), President of FIMM 130/30 LLC (2008-present), Director of Ballyrock Investment Advisors LLC (2006-present), and an Executive Vice President of FMR (2005-present). Previously, Mr. Greer served as Executive Vice President of FMR Co., Inc. (2005-2009), President and Director of Fidelity Investments Money Management, Inc. (2007-2009) and as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005).

Christopher P. Sullivan (56)

 

Year of Election or Appointment: 2009

Vice President of Fidelity's Bond Funds. Mr. Sullivan also serves as President of Fidelity's Bond Division (2009-present). Mr. Sullivan is Executive Vice President of Fidelity Investments Money Management, Inc. (2009-present), and a Director of Fidelity Management & Research (U.K.) Inc. (2010-present). Previously, Mr. Sullivan served as Managing Director, Co-Head of U.S. Fixed Income at Goldman Sachs Asset Management (2001-2009).

Christine J. Thompson (52)

 

Year of Election or Appointment: 2010

Vice President of Fidelity's Bond Funds. Ms. Thompson also serves as Chief Investment Officer of FMR's Bond Group (2010-present) and is an employee of Fidelity Investments. Previously, Ms. Thompson served as Director of Municipal Bond Portfolio Managers (2002-2010).

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

David J. Carter (37)

 

Year of Election or Appointment: 2010

Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Carter also serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2005-present).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (51)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Michael H. Whitaker (43)

 

Year of Election or Appointment: 2008

Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker also serves as Chief Compliance Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present). Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Jeffrey S. Christian (48)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Stephanie J. Dorsey (41)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Deberghes also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2009

Assistant Treasurer of the Fidelity Fixed Income and Asset Allocation Funds. Mr. Robins also serves as President and Treasurer of other Fidelity funds (2008-present; 2010-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Annual Report

Distributions (Unaudited)

A total of 16.66% 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 designates $155,721,078 of distributions paid during the period January 1, 2010 to August 31, 2010 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Research & Analysis Company

Fidelity Investments Money
Management, Inc.

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

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank

New York, NY

AIGB-UANN-1010
1.784723.108

fid166

(Fidelity Investment logo)(registered trademark)
Fidelity AdvisorSM
Investment Grade Bond
Fund - Institutional Class

Annual Report

August 31, 2010

Institutional Class is a
class of Fidelity® Investment
Grade Bond Fund

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion of Fund Performance

<Click Here>

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

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

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

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

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

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Abigail_P_Johnson)

Dear Shareholder:

A yearlong uptrend in global equity markets reversed course in late April 2010 when investor sentiment turned bearish due in great measure to concern that Europe's debt crisis would expand and slow or derail economic recovery. However, a bounceback in July helped to recover some of the ground that was lost. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

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

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

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

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

Sincerely,


(The chairman's signature appears here.)

Abigail P. Johnson

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended August 31, 2010

 

Past 1
year

Past 5
years

Past 10
years

  Institutional Class A

 

12.38%

4.59%

5.77%

A The initial offering of Institutional Class shares took place on August 27, 2002. Returns prior to August 27, 2002 are those of Fidelity Investment Grade Bond Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity AdvisorSM Investment Grade Bond Fund - Institutional Class on August 31, 2000. The chart shows how the value of the investment would have changed, and also shows how the Barclays Capital U.S. Aggregate Bond Index performed over the same period. The initial offering of Institutional Class took place on August 27, 2002. See above for additional information regarding the performance of Institutional Class.

fid418

Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. taxable bonds generated strong results during the 12-month period ending August 31, 2010, as evidenced by the 9.18% advance of the Barclays Capital U.S. Aggregate Bond Index, a broad measure of the domestic investment-grade debt universe. Riskier segments of the market fared best overall, led by corporate bonds and asset-backed securities (ABS). These sectors were big beneficiaries of robust demand from investors seeking attractively priced, higher-yielding investments amid signs of economic stabilization during much of the period. The Barclays Capital U.S. Credit Bond Index rose 12.87% and the Barclays Capital U.S. Fixed-Rate ABS Index returned 10.53%. The Barclays Capital U.S. Treasury Bond Index advanced 8.13%, with most of the gain coming in the second half of the period. That's when investors began to return to the relative safety of U.S. government bonds, as the economic outlook became less certain and worries about inflation receded. Elsewhere, mortgage-backed securities (MBS), bolstered largely by government purchase programs, increased 6.97%, as measured by the Barclays Capital U.S. MBS Index. Government-backed agency securities lagged the broader MBS market, with the Barclays Capital U.S. Agency Bond Index gaining 5.82%. Agency securities initially were constrained by investors' diminished appetite for bonds with lower perceived credit risk, but later were helped by the Federal Reserve's purchases of agency debt.

Comments from Jeffrey Moore, Portfolio Manager of Fidelity AdvisorSM Investment Grade Bond Fund: For the year, the fund's Class A, Class T, Class B and Class C shares rose 12.10%, 11.90%, 11.26% and 11.24%, respectively (excluding sales charges), solidly outpacing the Barclays Capital U.S. Aggregate Bond Index. Early in the year, investors remained highly risk averse. As the period progressed, however, risk tolerance increased markedly, and yield spreads - the premium paid to an investor for owning non-Treasuries - narrowed, boosting returns. The portfolio was very effectively positioned for this market environment. I had a significant overweighting in corporate bonds, on average, where good positioning in financials helped the most. CMBS (commercial mortgage-backed securities) also did quite well. The vast majority of my CMBS holdings were rated AAA, the highest-credit-quality bonds available. Third, the fund was helped by security selection among U.S. government bonds - including an out-of-benchmark stake in TIPS (Treasury Inflation-Protected Securities) - and an overall underweighting in this weak-performing category, along with shifting from an underweighting to an overweighting in Treasuries around mid-period. Lastly, the fund benefited from its underexposure to residential mortgage bonds, which lagged.

Comments from Jeffrey Moore, Portfolio Manager of Fidelity AdvisorSM Investment Grade Bond Fund: For the year, the fund's Institutional Class shares rose 12.38%, solidly outpacing the Barclays Capital U.S. Aggregate Bond Index. Early in the year, investors remained highly risk averse. As the period progressed, however, risk tolerance increased markedly, and yield spreads - the premium paid to an investor for owning non-Treasuries - narrowed, boosting returns. The portfolio was very effectively positioned for this market environment. I had a significant overweighting in corporate bonds, on average, where good positioning in financials helped the most. CMBS (commercial mortgage-backed securities) also did quite well. The vast majority of my CMBS holdings were rated AAA, the highest-credit-quality bonds available. Third, the fund was helped by security selection among U.S. government bonds - including an out-of-benchmark stake in TIPS (Treasury Inflation-Protected Securities) - and an overall underweighting in this weak-performing category, along with shifting from an underweighting to an overweighting in Treasuries around mid-period. Lastly, the fund benefited from its underexposure to residential mortgage bonds, which lagged.

Annual Report

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

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2010 to August 31, 2010).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report

 

Annualized Expense Ratio

Beginning
Account Value
March 1, 2010

Ending
Account Value
August 31, 2010

Expenses Paid
During Period
*
March 1, 2010
to August 31, 2010

Class A

.76%

 

 

 

Actual

 

$ 1,000.00

$ 1,062.00

$ 3.95

HypotheticalA

 

$ 1,000.00

$ 1,021.37

$ 3.87

Class T

.80%

 

 

 

Actual

 

$ 1,000.00

$ 1,060.30

$ 4.15

HypotheticalA

 

$ 1,000.00

$ 1,021.17

$ 4.08

Class B

1.50%

 

 

 

Actual

 

$ 1,000.00

$ 1,058.00

$ 7.78

HypotheticalA

 

$ 1,000.00

$ 1,017.64

$ 7.63

Class C

1.51%

 

 

 

Actual

 

$ 1,000.00

$ 1,057.90

$ 7.83

HypotheticalA

 

$ 1,000.00

$ 1,017.59

$ 7.68

Investment Grade Bond

.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,062.20

$ 2.34

HypotheticalA

 

$ 1,000.00

$ 1,022.94

$ 2.29

Institutional Class

.49%

 

 

 

Actual

 

$ 1,000.00

$ 1,061.90

$ 2.55

HypotheticalA

 

$ 1,000.00

$ 1,022.74

$ 2.50

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Quality Diversification (% of fund's net assets)

As of August 31, 2010

As of February 28, 2010

fid295

U.S. Government and
U.S. Government
Agency Obligations 71.2%

 

fid110

U.S. Government and
U.S. Government
Agency Obligations 62.4%

 

fid298

AAA 6.8%

 

fid300

AAA 8.4%

 

fid302

AA 2.8%

 

fid114

AA 2.9%

 

fid305

A 7.8%

 

fid307

A 9.0%

 

fid309

BBB 11.8%

 

fid118

BBB 15.4%

 

fid312

BB and Below 4.0%

 

fid314

BB and Below 4.6%

 

fid316

Not Rated 0.1%

 

fid318

Not Rated 0.0%

 

fid320

Equities 0.1%

 

fid318

Equities 0.0%

 

fid323

Short-Term
Investments and
Net Other Assets (4.6)%

 

fid122

Short-Term
Investments and
Net Other Assets (2.7)%

 

fid438

We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the report date and do not reflect subsequent downgrades. The information in the above table is based on the combined investments of the fund and its pro-rata share of the investments of Fidelity's fixed-income central fund.

Weighted Average Maturity as of August 31, 2010

 

 

6 months ago

Years

6.3

6.3

Weighted Average Maturity (WAM) is a weighted average of all the maturities of the securities held in a fund. The weighted average maturity is based on the dollar-weighted average length of time until principal payments are expected or until securities reach maturity, taking into account any maturity shortening feature such as a call, refunding or redemption provision if it is probable that the issuer of the instrument will take advantage of such features.

Duration as of August 31, 2010

 

 

6 months ago

Years

4.7

4.2

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

Asset Allocation (% of fund's net assets)

As of August 31, 2010*

As of February 28, 2010**

fid295

Corporate Bonds 22.8%

 

fid110

Corporate Bonds 27.6%

 

fid298

U.S. Government and
U.S. Government
Agency Obligations 71.2%

 

fid300

U.S. Government and
U.S. Government
Agency Obligations 62.4%

 

fid305

Asset-Backed
Securities 2.0%

 

fid307

Asset-Backed
Securities 2.9%

 

fid334

CMOs and Other
Mortgage Related
Securities 8.1%

 

fid336

CMOs and Other
Mortgage Related
Securities 9.3%

 

fid309

Municipal Bonds 0.3%

 

fid118

Municipal Bonds 0.3%

 

fid316

Other Investments 0.2%

 

fid341

Other Investments 0.2%

 

fid323

Short-Term
Investments and
Net Other Assets (4.6)%

 

fid122

Short-Term
Investments and
Net Other Assets (2.7)%

 

* Foreign investments

3.8%

 

** Foreign investments

6.4%

 

* Futures and Swaps

2.9%

 

** Futures and Swaps

4.4%

 

fid454

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

A holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds is available at fidelity.com and/or advisor.fidelity, as applicable.

Annual Report

Investments August 31, 2010

Showing Percentage of Net Assets

Nonconvertible Bonds - 21.1%

 

Principal Amount (000s)

Value (000s)

CONSUMER DISCRETIONARY - 1.8%

Auto Components - 0.0%

DaimlerChrysler NA Holding Corp. 5.875% 3/15/11

$ 2,059

$ 2,114

Diversified Consumer Services - 0.1%

Cornell University 5.45% 2/1/19

4,133

4,904

Household Durables - 0.2%

Fortune Brands, Inc.:

5.375% 1/15/16

2,000

2,180

5.875% 1/15/36

1,636

1,659

6.375% 6/15/14

9,540

10,800

 

14,639

Media - 1.4%

Comcast Corp.:

4.95% 6/15/16

9,366

10,352

5.7% 5/15/18

8,000

9,112

6.55% 7/1/39

6,000

6,958

Discovery Communications LLC:

3.7% 6/1/15

4,740

4,986

6.35% 6/1/40

4,333

4,911

Liberty Media Corp. 8.25% 2/1/30

11,272

10,708

NBC Universal, Inc.:

3.65% 4/30/15 (f)

5,180

5,433

5.15% 4/30/20 (f)

6,847

7,376

6.4% 4/30/40 (f)

5,621

6,312

News America Holdings, Inc. 7.75% 12/1/45

3,549

4,627

News America, Inc. 6.15% 3/1/37

3,755

4,127

Time Warner Cable, Inc. 5.85% 5/1/17

11,782

13,441

Time Warner, Inc. 6.2% 3/15/40

12,050

13,284

Viacom, Inc.:

6.125% 10/5/17

2,626

3,080

6.75% 10/5/37

5,000

5,942

 

110,649

Multiline Retail - 0.1%

Target Corp. 3.875% 7/15/20

5,104

5,354

TOTAL CONSUMER DISCRETIONARY

137,660

CONSUMER STAPLES - 1.2%

Beverages - 0.2%

Anheuser-Busch InBev Worldwide, Inc. 5.375% 11/15/14 (f)

5,675

6,360

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

CONSUMER STAPLES - continued

Beverages - continued

Diageo Capital PLC 5.2% 1/30/13

$ 1,782

$ 1,945

FBG Finance Ltd. 5.125% 6/15/15 (f)

6,502

7,178

 

15,483

Food & Staples Retailing - 0.1%

CVS Caremark Corp. 6.302% 6/1/37 (l)

8,461

7,763

Food Products - 0.4%

Kraft Foods, Inc.:

5.375% 2/10/20

6,374

7,089

5.625% 11/1/11

2,298

2,421

6.25% 6/1/12

3,588

3,898

6.5% 8/11/17

5,912

7,059

6.875% 2/1/38

6,627

8,193

 

28,660

Tobacco - 0.5%

Altria Group, Inc.:

9.25% 8/6/19

6,587

8,638

9.7% 11/10/18

6,979

9,237

Reynolds American, Inc.:

6.75% 6/15/17

8,966

10,057

7.25% 6/15/37

13,188

14,049

 

41,981

TOTAL CONSUMER STAPLES

93,887

ENERGY - 1.8%

Energy Equipment & Services - 0.2%

DCP Midstream LLC 5.35% 3/15/20 (f)

6,231

6,726

Weatherford International Ltd.:

5.15% 3/15/13

1,223

1,309

9.625% 3/1/19

4,130

5,422

 

13,457

Oil, Gas & Consumable Fuels - 1.6%

Anadarko Petroleum Corp. 6.375% 9/15/17

6,411

6,344

Apache Corp. 5.1% 9/1/40

6,062

6,271

Canadian Natural Resources Ltd. 5.9% 2/1/18

1,670

1,941

Cenovus Energy, Inc. 6.75% 11/15/39

2,502

3,074

Delek & Avner-Yam Tethys Ltd. 5.326% 8/1/13 (f)

223

225

Duke Energy Field Services 6.875% 2/1/11

1,383

1,416

EnCana Corp. 6.3% 11/1/11

2,854

3,015

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Kinder Morgan Energy Partners LP 6.55% 9/15/40

$ 2,205

$ 2,466

Motiva Enterprises LLC:

5.75% 1/15/20 (f)

2,462

2,833

6.85% 1/15/40 (f)

9,240

11,489

Nakilat, Inc. 6.067% 12/31/33 (f)

7,325

8,058

Nexen, Inc. 5.05% 11/20/13

3,969

4,304

Pemex Project Funding Master Trust 1.1363% 12/3/12 (f)(l)

7,003

6,959

Petro-Canada 6.05% 5/15/18

2,460

2,868

Petrobras International Finance Co. Ltd.:

5.75% 1/20/20

16,475

17,659

6.875% 1/20/40

17,995

19,750

Ras Laffan Liquefied Natural Gas Co. Ltd. III:

4.5% 9/30/12 (f)

3,501

3,686

5.5% 9/30/14 (f)

4,894

5,408

6.75% 9/30/19 (f)

3,203

3,821

Suncor Energy, Inc. 6.1% 6/1/18

7,564

8,835

TransCanada PipeLines Ltd. 3.4% 6/1/15

1,806

1,908

Transcontinental Gas Pipe Line Corp. 6.4% 4/15/16

2,389

2,801

 

125,131

TOTAL ENERGY

138,588

FINANCIALS - 11.2%

Capital Markets - 2.0%

Goldman Sachs Group, Inc.:

3.7% 8/1/15

4,364

4,418

5.95% 1/18/18

6,036

6,536

6.15% 4/1/18

5,599

6,117

6.75% 10/1/37

5,714

5,850

7.5% 2/15/19

3,514

4,101

Janus Capital Group, Inc. 6.125% 9/15/11 (d)

3,420

3,460

JPMorgan Chase Capital XVII 5.85% 8/1/35

2,280

2,200

JPMorgan Chase Capital XX 6.55% 9/29/36

21,862

21,794

Lazard Group LLC:

6.85% 6/15/17

3,087

3,286

7.125% 5/15/15

9,694

10,447

Merrill Lynch & Co., Inc. 6.875% 4/25/18

18,880

20,786

Morgan Stanley:

0.8299% 1/9/14 (l)

21,982

20,508

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Capital Markets - continued

Morgan Stanley: - continued

4.1% 1/26/15

$ 6,270

$ 6,399

6% 5/13/14

8,475

9,238

6.625% 4/1/18

10,000

10,993

7.3% 5/13/19

5,986

6,808

UBS AG Stamford Branch 3.875% 1/15/15

10,400

10,746

 

153,687

Commercial Banks - 1.7%

American Express Centurion Bank 5.2% 11/26/10

697

704

Bank of America NA:

5.3% 3/15/17

7,685

7,874

6% 10/15/36

4,808

4,897

BB&T Capital Trust IV 6.82% 6/12/77 (l)

731

709

Credit Suisse (Guernsey) Ltd. 5.86% (l)

7,977

7,299

Credit Suisse New York Branch 6% 2/15/18

10,531

11,485

DBS Bank Ltd. (Singapore) 0.5963% 5/16/17 (f)(l)

1,901

1,840

Discover Bank:

7% 4/15/20

3,177

3,399

8.7% 11/18/19

7,448

8,801

Export-Import Bank of Korea 5.25% 2/10/14 (f)

4,263

4,637

Fifth Third Bancorp:

4.5% 6/1/18

2,107

2,083

8.25% 3/1/38

2,988

3,562

HBOS PLC 6.75% 5/21/18 (f)

3,829

3,745

HSBC Holdings PLC:

0.7336% 10/6/16 (l)

907

867

6.5% 9/15/37

2,956

3,415

JPMorgan Chase Bank 6% 10/1/17

7,500

8,461

KeyBank NA:

5.8% 7/1/14

5,229

5,709

6.95% 2/1/28

1,344

1,441

KeyBank NA, Cleveland 5.45% 3/3/16

2,744

2,931

Korea Development Bank 5.75% 9/10/13

4,034

4,409

Manufacturers & Traders Trust Co. 2.033% 4/1/13 (f)(l)

572

562

Marshall & Ilsley Bank:

4.85% 6/16/15

2,862

2,718

5% 1/17/17

3,648

3,460

5.25% 9/4/12

2,120

2,152

PNC Funding Corp.:

0.615% 1/31/12 (l)

888

885

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Commercial Banks - continued

PNC Funding Corp.: - continued

3.625% 2/8/15

$ 1,941

$ 2,040

Regions Bank 6.45% 6/26/37

7,146

6,315

Regions Financial Corp.:

5.75% 6/15/15

1,371

1,393

7.75% 11/10/14

5,895

6,358

Sovereign Bank 2.1756% 8/1/13 (l)

1,297

1,223

Standard Chartered Bank 6.4% 9/26/17 (f)

4,086

4,576

Wachovia Corp.:

0.6363% 4/23/12 (l)

151

150

4.875% 2/15/14

1,057

1,124

Wells Fargo & Co. 3.75% 10/1/14

7,790

8,210

 

129,434

Consumer Finance - 0.3%

Capital One Bank USA NA 8.8% 7/15/19

2,806

3,556

Capital One Financial Corp. 5.7% 9/15/11

3,508

3,652

Discover Financial Services 10.25% 7/15/19

4,737

5,966

Household Finance Corp. 6.375% 10/15/11

1,155

1,220

HSBC Finance Corp. 5.25% 1/14/11

818

831

SLM Corp.:

0.7278% 10/25/11 (l)

2,316

2,203

0.7371% 3/15/11 (l)

667

660

0.7978% 1/27/14 (l)

1,322

1,079

5% 10/1/13

490

462

 

19,629

Diversified Financial Services - 1.8%

Bank of America Corp. 5.75% 12/1/17

11,468

12,141

BP Capital Markets PLC 3.625% 5/8/14

6,337

6,289

Citigroup, Inc.:

5.375% 8/9/20

10,000

10,100

5.5% 4/11/13

25,084

26,633

6.125% 11/21/17

3,500

3,783

6.125% 5/15/18

18,795

20,292

6.5% 1/18/11

532

543

6.5% 8/19/13

1,650

1,805

JPMorgan Chase & Co.:

4.891% 9/1/15 (l)

2,465

2,452

4.95% 3/25/20

11,136

11,774

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Diversified Financial Services - continued

Prime Property Funding, Inc.:

5.125% 6/1/15 (f)

$ 7,691

$ 7,508

5.35% 4/15/12 (f)

1,917

1,967

5.5% 1/15/14 (f)

5,645

5,707

Teachers Insurance & Annuity Association of America 6.85% 12/16/39 (f)

7,300

9,165

TECO Finance, Inc.:

4% 3/15/16

1,803

1,886

5.15% 3/15/20

2,590

2,830

7% 5/1/12

3,093

3,348

Volkswagen International Finance NV 4% 8/12/20 (f)

3,813

3,948

ZFS Finance USA Trust II 6.45% 12/15/65 (f)(l)

4,425

4,071

ZFS Finance USA Trust IV 5.875% 5/9/62 (f)(l)

1,161

1,040

ZFS Finance USA Trust V 6.5% 5/9/67 (f)(l)

2,033

1,840

 

139,122

Insurance - 1.9%

Allstate Corp. 6.2% 5/16/14

7,535

8,756

Assurant, Inc. 5.625% 2/15/14

5,039

5,377

Axis Capital Holdings Ltd. 5.75% 12/1/14

7,868

8,446

Great-West Life & Annuity Insurance Co. 7.153% 5/16/46 (f)(l)

13,028

12,311

Liberty Mutual Group, Inc.:

6.7% 8/15/16 (f)

9,346

10,187

10.75% 6/15/88 (f)(l)

5,039

5,606

Lincoln National Corp. 7% 5/17/66 (l)

1,423

1,295

Massachusetts Mutual Life Insurance Co. 8.875% 6/1/39 (f)

6,576

9,363

MetLife, Inc.:

5.875% 2/6/41

2,120

2,319

6.125% 12/1/11

535

566

6.75% 6/1/16

5,620

6,622

Metropolitan Life Global Funding I:

5.125% 11/9/11 (f)

4,449

4,640

5.125% 4/10/13 (f)

7,041

7,670

5.125% 6/10/14 (f)

4,961

5,497

Monumental Global Funding II 5.65% 7/14/11 (f)

4,763

4,892

New York Life Global Funding 4.65% 5/9/13 (f)

5,732

6,212

New York Life Insurance Co. 6.75% 11/15/39 (f)

3,220

4,115

Northwestern Mutual Life Insurance Co. 6.063% 3/30/40 (f)

3,480

4,112

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Insurance - continued

Pacific Life Global Funding 5.15% 4/15/13 (f)

$ 5,929

$ 6,378

Pacific Life Insurance Co. 9.25% 6/15/39 (f)

7,366

9,497

Prudential Financial, Inc.:

4.75% 9/17/15

9,207

9,876

7.375% 6/15/19

2,170

2,641

Symetra Financial Corp. 6.125% 4/1/16 (f)

6,139

6,332

 

142,710

Real Estate Investment Trusts - 0.9%

AvalonBay Communities, Inc.:

5.5% 1/15/12

965

1,018

6.125% 11/1/12

1,454

1,595

Camden Property Trust:

5.375% 12/15/13

2,278

2,454

5.875% 11/30/12

861

924

Developers Diversified Realty Corp.:

5.25% 4/15/11

5,471

5,487

5.375% 10/15/12

4,528

4,522

7.5% 4/1/17

3,286

3,308

9.625% 3/15/16

4,996

5,519

Duke Realty LP:

4.625% 5/15/13

397

412

5.875% 8/15/12

716

752

Equity One, Inc.:

6% 9/15/17

4,072

4,195

6.25% 12/15/14

3,586

3,841

6.25% 1/15/17

2,676

2,799

Federal Realty Investment Trust:

5.4% 12/1/13

3,291

3,574

5.9% 4/1/20

1,740

1,940

6% 7/15/12

1,979

2,123

6.2% 1/15/17

1,522

1,720

HRPT Properties Trust:

5.75% 11/1/15

1,726

1,827

6.65% 1/15/18

3,860

4,140

UDR, Inc. 5.5% 4/1/14

7,998

8,553

United Dominion Realty Trust, Inc. 5.25% 1/15/15

2,175

2,297

Washington (REIT) 5.95% 6/15/11

6,334

6,520

 

69,520

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Real Estate Management & Development - 2.1%

AMB Property LP:

5.9% 8/15/13

$ 5,685

$ 6,060

6.3% 6/1/13

5,773

6,275

BioMed Realty LP 6.125% 4/15/20 (f)

2,345

2,534

Brandywine Operating Partnership LP:

5.625% 12/15/10

13,759

13,894

5.7% 5/1/17

810

821

5.75% 4/1/12

3,996

4,128

Colonial Properties Trust:

4.8% 4/1/11

481

477

5.5% 10/1/15

7,511

7,297

6.875% 8/15/12

2,950

3,046

Colonial Realty LP 6.05% 9/1/16

5,558

5,376

Digital Realty Trust LP 4.5% 7/15/15 (f)

3,342

3,384

Duke Realty LP:

5.4% 8/15/14

6,434

6,784

5.5% 3/1/16

6,313

6,636

5.625% 8/15/11

4,377

4,473

5.95% 2/15/17

1,925

2,064

6.25% 5/15/13

4,720

5,101

6.5% 1/15/18

6,346

6,944

ERP Operating LP:

4.75% 7/15/20

4,679

4,898

5.5% 10/1/12

7,592

8,192

6.625% 3/15/12

1,392

1,496

Liberty Property LP:

5.5% 12/15/16

3,957

4,263

6.375% 8/15/12

2,724

2,925

6.625% 10/1/17

4,247

4,860

Mack-Cali Realty LP 7.75% 2/15/11

1,739

1,781

Post Apartment Homes LP 6.3% 6/1/13

6,854

7,401

Reckson Operating Partnership LP:

5.15% 1/15/11

1,820

1,824

6% 3/31/16

1,534

1,493

Regency Centers LP 6.75% 1/15/12

7,337

7,719

Simon Property Group LP:

4.2% 2/1/15

2,530

2,704

5.1% 6/15/15

3,937

4,398

6.75% 2/1/40

4,075

4,867

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Real Estate Management & Development - continued

Tanger Properties LP:

6.125% 6/1/20

$ 2,993

$ 3,294

6.15% 11/15/15

10,742

11,874

 

159,283

Thrifts & Mortgage Finance - 0.5%

Bank of America Corp.:

3.7% 9/1/15

6,185

6,173

5.65% 5/1/18

18,622

19,363

6.5% 8/1/16

6,800

7,600

First Niagara Financial Group, Inc. 6.75% 3/19/20

5,118

5,618

Independence Community Bank Corp. 2.353% 4/1/14 (l)

3,116

2,998

 

41,752

TOTAL FINANCIALS

855,137

HEALTH CARE - 0.1%

Health Care Providers & Services - 0.1%

Express Scripts, Inc.:

5.25% 6/15/12

5,308

5,663

6.25% 6/15/14

1,951

2,249

 

7,912

INDUSTRIALS - 0.6%

Aerospace & Defense - 0.0%

BAE Systems Holdings, Inc. 6.4% 12/15/11 (f)

521

551

Airlines - 0.5%

American Airlines, Inc. pass-thru trust certificates 6.978% 10/1/12

254

256

Continental Airlines, Inc.:

6.545% 8/2/20

1,541

1,564

6.795% 2/2/20

648

622

Delta Air Lines, Inc. pass-thru trust certificates:

6.821% 8/10/22

7,194

7,391

7.57% 11/18/10

13,914

14,053

U.S. Airways pass-thru trust certificates:

6.85% 7/30/19

3,440

3,256

8.36% 7/20/20

10,742

10,726

 

37,868

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

INDUSTRIALS - continued

Transportation Infrastructure - 0.1%

BNSF Funding Trust I 6.613% 12/15/55 (l)

$ 3,739

$ 3,664

TOTAL INDUSTRIALS

42,083

INFORMATION TECHNOLOGY - 0.1%

Electronic Equipment & Components - 0.1%

Tyco Electronics Group SA:

5.95% 1/15/14

5,883

6,582

6.55% 10/1/17

3,033

3,547

 

10,129

MATERIALS - 0.4%

Chemicals - 0.2%

Dow Chemical Co. 7.6% 5/15/14

16,321

19,028

Metals & Mining - 0.2%

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

5,241

5,781

Rio Tinto Finance (USA) Ltd. 5.875% 7/15/13

7,171

7,982

 

13,763

TOTAL MATERIALS

32,791

TELECOMMUNICATION SERVICES - 1.8%

Diversified Telecommunication Services - 1.3%

AT&T, Inc.:

6.3% 1/15/38

19,696

22,601

6.8% 5/15/36

10,394

12,526

BellSouth Capital Funding Corp. 7.875% 2/15/30

6,382

8,067

British Telecommunications PLC 9.375% 12/15/10 (d)

1,934

1,977

CenturyTel, Inc. 7.6% 9/15/39

4,874

4,749

Deutsche Telekom International Financial BV 5.875% 8/20/13

6,186

6,881

France Telecom SA 7.75% 3/1/11 (d)

2,706

2,801

Sprint Capital Corp.:

6.875% 11/15/28

6,238

5,209

7.625% 1/30/11

5,123

5,213

Telecom Italia Capital SA:

4.875% 10/1/10

3,277

3,288

4.95% 9/30/14

6,637

6,977

5.25% 10/1/15

3,019

3,214

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Telefonica Emisiones SAU:

5.855% 2/4/13

$ 1,612

$ 1,754

5.877% 7/15/19

2,416

2,741

6.221% 7/3/17

1,964

2,238

Verizon Communications, Inc. 6.1% 4/15/18

7,542

8,890

 

99,126

Wireless Telecommunication Services - 0.5%

DIRECTV Holdings LLC/DIRECTV Financing, Inc.:

4.75% 10/1/14

6,274

6,778

5.875% 10/1/19

7,883

8,849

6.35% 3/15/40

2,469

2,725

Sprint Nextel Corp. 6% 12/1/16

12,603

11,768

Vodafone Group PLC 5.5% 6/15/11

3,420

3,544

 

33,664

TOTAL TELECOMMUNICATION SERVICES

132,790

UTILITIES - 2.1%

Electric Utilities - 1.0%

Cleveland Electric Illuminating Co. 5.65% 12/15/13

6,779

7,401

Commonwealth Edison Co. 5.4% 12/15/11

8,675

9,145

EDP Finance BV 6% 2/2/18 (f)

14,961

14,983

Mid-American Energy Co. 5.65% 7/15/12

942

1,016

Oncor Electric Delivery Co. 6.375% 5/1/12

20,436

22,035

Pennsylvania Electric Co. 6.05% 9/1/17

6,168

6,983

PPL Capital Funding, Inc. 6.7% 3/30/67 (l)

9,216

8,640

Progress Energy, Inc. 6% 12/1/39

3,794

4,345

 

74,548

Gas Utilities - 0.1%

Southern Natural Gas Co. 5.9% 4/1/17 (f)

3,626

3,994

Texas Eastern Transmission Corp. 7.3% 12/1/10

3,228

3,278

 

7,272

Independent Power Producers & Energy Traders - 0.4%

Duke Capital LLC 5.668% 8/15/14

7,906

8,805

Exelon Generation Co. LLC 5.35% 1/15/14

6,631

7,297

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

UTILITIES - continued

Independent Power Producers & Energy Traders - continued

PPL Energy Supply LLC:

6.2% 5/15/16

$ 3,175

$ 3,608

6.5% 5/1/18

6,705

7,671

 

27,381

Multi-Utilities - 0.6%

Consolidated Edison Co. of New York, Inc.:

Series 2000 B, 7.5% 9/1/10

377

377

5.7% 6/15/40

2,520

2,879

7.5% 9/1/10

475

475

Dominion Resources, Inc.:

6.3% 9/30/66 (l)

2,051

1,928

7.5% 6/30/66 (l)

4,578

4,670

DTE Energy Co. 7.05% 6/1/11

3,168

3,308

KeySpan Corp. 7.625% 11/15/10

212

215

National Grid PLC 6.3% 8/1/16

8,354

9,794

NiSource Finance Corp.:

5.4% 7/15/14

1,746

1,909

5.45% 9/15/20

1,831

1,962

6.4% 3/15/18

5,675

6,517

7.875% 11/15/10

1,421

1,439

San Diego Gas & Electric Co. 4.5% 8/15/40

4,981

5,043

Wisconsin Energy Corp. 6.25% 5/15/67 (l)

9,628

9,098

 

49,614

TOTAL UTILITIES

158,815

TOTAL NONCONVERTIBLE BONDS

(Cost $1,495,099)

1,609,792

U.S. Government and Government Agency Obligations - 40.6%

 

U.S. Government Agency Obligations - 0.3%

Tennessee Valley Authority 5.25% 9/15/39

19,500

23,250

U.S. Treasury Inflation Protected Obligations - 4.1%

U.S. Treasury Inflation-Indexed Notes:

1.375% 1/15/20

254,253

265,847

2.125% 2/15/40

42,699

48,188

TOTAL U.S. TREASURY INFLATION PROTECTED OBLIGATIONS

314,035

U.S. Government and Government Agency Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Treasury Obligations - 36.2%

U.S. Treasury Bonds:

4.375% 11/15/39

$ 100,910

$ 116,488

4.375% 5/15/40

208,514

240,996

U.S. Treasury Notes:

0.75% 8/15/13 (e)

130,000

130,163

1.75% 4/15/13

908,660

935,077

2.375% 9/30/14

105,000

110,480

2.625% 7/31/14 (i)

712,335

756,689

2.75% 10/31/13 (i)

394,918

419,539

3.625% 2/15/20

50,380

55,465

TOTAL U.S. TREASURY OBLIGATIONS

2,764,897

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $2,958,072)

3,102,182

U.S. Government Agency - Mortgage Securities - 14.4%

 

Fannie Mae - 11.9%

2.593% 6/1/36 (l)

236

247

2.647% 5/1/35 (l)

10,259

10,782

2.949% 2/1/35 (l)

4,386

4,622

3.319% 9/1/35 (l)

4,237

4,424

3.378% 10/1/34 (l)

8,007

8,412

3.407% 10/1/37 (l)

12,373

12,942

3.5% 9/1/25 (g)(h)

4,000

4,147

3.5% 9/1/25 (g)(h)

4,000

4,147

3.5% 9/1/25 (g)

22,000

22,809

3.5% 10/1/25 (g)

4,000

4,130

3.5% 10/1/25 (g)

4,000

4,130

3.549% 8/1/35 (l)

1,361

1,417

4% 9/1/25 (g)

14,000

14,702

4% 9/1/25 (g)

20,000

21,003

4% 9/1/25 (g)

15,000

15,752

4% 8/1/39

7,844

8,133

4.248% 7/1/37 (l)

698

735

4.5% 6/1/25 to 8/1/40 (g)

70,484

74,258

4.5% 9/1/25 (g)

6,000

6,348

4.5% 9/1/40 (g)

12,900

13,548

4.5% 9/1/40 (g)

66,000

69,315

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Fannie Mae - continued

5% 4/1/18 to 6/1/40

$ 73,011

$ 78,116

5% 9/1/25 (g)(h)

3,000

3,190

5% 9/1/25 (g)

21,000

22,331

5% 8/1/40

380

404

5% 8/1/40

660

701

5% 9/1/40 (g)

26,000

27,611

5% 9/1/40 (g)

10,700

11,363

5% 9/1/40 (g)

38,000

40,354

5% 9/1/40

2,390

2,540

5% 9/1/40

600

638

5.5% 12/1/30 to 3/1/40

89,822

96,753

5.5% 9/1/40 (g)(h)

162,000

173,201

6% 7/1/21 to 9/1/39 (g)

64,524

70,315

6% 9/1/40 (g)(h)

3,000

3,230

6% 9/1/40 (g)

15,000

16,151

6.5% 5/1/31 to 9/1/38

16,395

18,158

6.5% 9/1/40 (g)

2,000

2,177

6.5% 9/1/40 (g)

32,000

34,835

TOTAL FANNIE MAE

908,071

Freddie Mac - 1.1%

2.601% 4/1/35 (l)

7,141

7,489

2.661% 4/1/35 (l)

8,897

9,351

2.77% 8/1/35 (l)

8,072

8,463

3.069% 1/1/36 (l)

2,595

2,730

3.141% 10/1/34 (l)

4,371

4,572

3.374% 7/1/35 (l)

2,593

2,688

4.5% 7/1/25 to 4/1/40

4,429

4,691

5% 9/1/39 to 6/1/40

8,746

9,396

5.416% 10/1/35 (l)

309

327

6% 7/1/37

250

271

6% 9/1/40 (g)

20,400

21,927

6.5% 10/1/37 to 1/1/39

12,975

14,108

TOTAL FREDDIE MAC

86,013

Ginnie Mae - 1.4%

4% 9/1/40 (g)

12,000

12,490

4% 9/1/40 (g)

16,000

16,669

4% 9/1/40 (g)

2,000

2,084

4% 9/1/40 (g)

1,800

1,875

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Ginnie Mae - continued

4.5% 3/15/39 to 4/15/40

$ 12,751

$ 13,580

4.5% 9/1/40 (g)

27,000

28,637

4.5% 9/1/40 (g)(h)

8,000

8,485

4.5% 10/1/40 (g)

8,000

8,456

5.5% 12/20/28 to 12/15/38

15,864

17,246

TOTAL GINNIE MAE

109,522

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $1,083,483)

1,103,606

Asset-Backed Securities - 2.0%

 

Accredited Mortgage Loan Trust Series 2005-1 Class M1, 0.7338% 4/25/35 (l)

1,444

829

ACE Securities Corp. Home Equity Loan Trust:

Series 2004-HE1:

Class M1, 1.0138% 3/25/34 (l)

94

90

Class M2, 1.9138% 3/25/34 (l)

275

179

Series 2005-HE2 Class M2, 0.7138% 4/25/35 (l)

154

137

Series 2006-HE2 Class M3, 0.6038% 5/25/36 (l)

16

1

Series 2006-OP1:

Class M4, 0.6338% 4/25/36 (l)

135

5

Class M5, 0.6538% 4/25/36 (l)

34

0 *

Advanta Business Card Master Trust:

Series 2006-A6 Class A6, 0.2963% 9/20/13 (l)

296

294

Series 2006-C1 Class C1, 0.7463% 10/20/14 (l)

82

15

Series 2007-A4 Class A4, 0.2963% 4/22/13 (l)

263

262

Series 2007-D1 Class D, 1.6663% 1/22/13 (f)(l)

6,136

0

Airspeed Ltd. Series 2007-1A Class C1, 2.7759% 6/15/32 (f)(l)

6,122

2,236

Ally Auto Receivables Trust Series 2009-A:

Class A3, 2.33% 6/17/13 (f)

2,720

2,776

Class A4, 3% 10/15/15 (f)

2,700

2,823

Ally Master Owner Trust:

Series 2010-1 Class A, 2.0259% 1/15/15 (f)(l)

13,880

14,147

Series 2010-2 Class A, 4.25% 4/15/17 (f)

8,030

8,471

Series 2010-3 Class A, 2.88% 4/15/15 (f)

6,200

6,368

AmeriCredit Automobile Receivables Trust Series 2005-DA Class A4, 5.02% 11/6/12

84

84

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

AmeriCredit Prime Automobile Receivables Trust:

Series 2007-1:

Class D, 5.62% 9/8/14

$ 812

$ 815

Class E, 6.96% 3/8/16 (f)

3,214

3,080

Series 2007-2M Class A3, 5.22% 6/8/12

34

34

Ameriquest Mortgage Securities, Inc. pass-thru certificates:

Series 2003-10 Class M1, 0.9638% 12/25/33 (l)

84

60

Series 2004-R2 Class M3, 0.8138% 4/25/34 (l)

122

13

Series 2005-R2 Class M1, 0.7138% 4/25/35 (l)

1,638

1,270

Argent Securities, Inc. pass-thru certificates:

Series 2003-W7 Class A2, 0.7188% 3/25/34 (l)

38

26

Series 2004-W7 Class M1, 0.8138% 5/25/34 (l)

1,012

458

Series 2006-W4 Class A2C, 0.4238% 5/25/36 (l)

1,152

397

Asset Backed Securities Corp. Home Equity Loan Trust:

Series 2004-HE2 Class M1, 1.0888% 4/25/34 (l)

2,117

1,272

Series 2006-HE2 Class M1, 0.6338% 3/25/36 (l)

149

11

Axon Financial Funding Ltd. 1.1336% 4/4/17 (c)(f)(l)

5,160

0 *

Bank of America Auto Trust:

Series 2009-1A Class A4, 3.52% 6/15/16 (f)

5,300

5,559

Series 2009-2A Class A3, 2.13% 9/15/13 (f)

4,300

4,356

Brazos Higher Education Authority, Inc. Student Loan Rev. Series 2006 A2R, 1.2883% 12/1/41 (l)

598

597

Brazos Higher Education Authority, Inc. Series 2006-2 Class A9, 0.5483% 12/26/24 (l)

1,740

1,653

C-BASS Trust Series 2006-CB7 Class A2, 0.3238% 10/25/36 (l)

205

202

Capital Auto Receivables Asset Trust:

Series 2006-2:

Class B, 5.07% 12/15/11

1,009

1,015

Class C, 5.31% 6/15/12

930

945

Series 2007-1 Class C, 5.38% 11/15/12

331

346

Capital Trust Ltd. Series 2004-1:

Class A2, 0.7163% 7/20/39 (f)(l)

363

73

Class B, 1.0163% 7/20/39 (f)(l)

355

18

Class C, 1.3663% 7/20/39 (f)(l)

456

9

CarMax Auto Owner Trust Series 2007-2 Class C, 5.61% 11/15/13

670

689

Carrington Mortgage Loan Trust:

Series 2006-FRE1 Class M1, 0.5638% 7/25/36 (l)

905

93

Series 2006-NC2 Class M7, 1.1138% 6/25/36 (l)

572

23

Series 2006-NC3 Class M10, 2.2638% 8/25/36 (f)(l)

855

40

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Carrington Mortgage Loan Trust: - continued

Series 2006-NC4 Class M1, 0.5638% 10/25/36 (l)

$ 127

$ 16

Series 2006-RFC1 Class M9, 2.1338% 5/25/36 (l)

251

15

Series 2007-RFC1 Class A3, 0.4038% 12/25/36 (l)

1,429

544

Cendant Timeshare Receivables Funding LLC:

Series 2005 1A Class 2A2, 0.4463% 5/20/17 (f)(l)

115

103

Series 2005-1A Class A1, 4.67% 5/20/17 (f)

259

262

Citigroup Mortgage Loan Trust Series 2007-AMC4 Class M1, 0.5338% 5/25/37 (l)

607

27

Countrywide Asset-Backed Certificates Trust:

Series 2007-11 Class 2A1, 0.3238% 6/25/47 (l)

58

56

Series 2007-4 Class A1A, 0.4488% 9/25/37 (l)

362

337

Countrywide Home Loan Trust Series 2006-13 Class N, 7% 8/25/37 (f)

1,666

0

Countrywide Home Loans, Inc.:

Series 2003-BC1 Class B1, 5.5972% 3/25/32 (l)

76

32

Series 2004-3 Class M4, 1.2338% 4/25/34 (l)

126

46

Series 2004-4 Class M2, 1.0588% 6/25/34 (l)

467

245

Series 2005-3 Class MV1, 0.6838% 8/25/35 (l)

966

909

Series 2005-AB1 Class A2, 0.4738% 8/25/35 (l)

146

143

CPS Auto Receivables Trust:

Series 2006-D Class A4, 5.115% 8/15/13 (f)

431

438

Series 2007-C Class A3, 5.43% 5/15/12 (f)

36

36

DB Master Finance LLC Series 2006-1 Class M1, 8.285% 6/20/31 (f)

3,272

3,047

Fannie Mae subordinate REMIC pass-thru certificates Series 2004-T5 Class AB3, 0.7759% 5/28/35 (l)

31

23

Fieldstone Mortgage Investment Corp.:

Series 2004-3 Class M5, 2.4388% 8/25/34 (l)

231

105

Series 2006-3 Class 2A3, 0.4238% 11/25/36 (l)

4,467

1,601

First Franklin Mortgage Loan Trust:

Series 2004-FF2 Class M3, 1.0888% 3/25/34 (l)

18

5

Series 2005-FF9 Class A3, 0.5438% 10/25/35 (l)

2,714

2,540

Ford Credit Auto Owner Trust:

Series 2006-B Class D, 7.26% 2/15/13 (f)

3,428

3,525

Series 2006-C:

Class B, 5.3% 6/15/12

409

423

Class D, 6.89% 5/15/13 (f)

2,428

2,523

Series 2007-A Class D, 7.05% 12/15/13 (f)

1,378

1,458

Series 2009-D:

Class A3, 2.17% 10/15/13

3,400

3,451

Class A4, 2.98% 8/15/14

3,000

3,129

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Ford Credit Floorplan Master Owner Trust:

Series 2006-4 Class B, 0.8259% 6/15/13 (l)

$ 612

$ 603

Series 2010-1 Class A, 1.9259% 12/15/14 (f)(l)

12,300

12,570

Franklin Auto Trust:

Series 2006-1 Class B, 5.14% 7/21/14

41

41

Series 2007-1:

Class A4, 5.03% 2/16/15

278

278

Class C, 5.43% 2/16/15

350

345

Fremont Home Loan Trust:

Series 2005-A:

Class M3, 0.7538% 1/25/35 (l)

752

261

Class M4, 0.9438% 1/25/35 (l)

289

32

Series 2006-D Class M1, 0.4938% 11/25/36 (l)

184

6

GCO Education Loan Funding Master Trust II Series 2007-1A Class C1L, 0.6975% 2/25/47 (f)(l)

2,174

1,484

GCO Slims Trust Series 2006-1A, 5.72% 3/1/22 (f)

1,530

1,224

GE Business Loan Trust:

Series 2003-1 Class A, 0.7059% 4/15/31 (f)(l)

218

192

Series 2006-2A:

Class A, 0.4559% 11/15/34 (f)(l)

1,541

1,240

Class B, 0.5559% 11/15/34 (f)(l)

558

335

Class C, 0.6559% 11/15/34 (f)(l)

924

370

Class D, 1.0259% 11/15/34 (f)(l)

352

85

GE Equipment Midticket LLC Series 2006-1 Class B, 0.4259% 9/15/17 (l)

751

740

Goal Capital Funding Trust Series 2007-1 Class C1, 0.9383% 6/25/42 (l)

421

340

GS Auto Loan Trust Series 2007-1:

Class B, 5.53% 12/15/14

31

32

Class C, 5.74% 12/15/14

66

67

GSAMP Trust:

Series 2004-AR1:

Class B4, 5% 6/25/34 (f)(l)

369

89

Class M1, 0.9138% 6/25/34 (l)

2,042

1,267

Series 2007-HE1 Class M1, 0.5138% 3/25/47 (l)

827

50

GSR Mortgage Loan Trust Series 2006-FM1 Class M3, 0.6138% 4/25/36 (l)

161

4

Guggenheim Structured Real Estate Funding Ltd.:

Series 2005-1 Class C, 1.3438% 5/25/30 (f)(l)

518

135

Series 2006-3:

Class B, 0.6638% 9/25/46 (f)(l)

519

104

Class C, 0.8138% 9/25/46 (f)(l)

1,211

182

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Home Equity Asset Trust:

Series 2003-2 Class M1, 1.5838% 8/25/33 (l)

$ 261

$ 166

Series 2003-3 Class M1, 1.5538% 8/25/33 (l)

644

446

Series 2003-5 Class A2, 0.9638% 12/25/33 (l)

26

15

Series 2005-5 Class 2A2, 0.5138% 11/25/35 (l)

118

116

Series 2006-1 Class 2A3, 0.4888% 4/25/36 (l)

1,328

1,279

Series 2006-8 Class 2A1, 0.3138% 3/25/37 (l)

6

5

HSBC Home Equity Loan Trust Series 2006-2 Class M2, 0.5563% 3/20/36 (l)

638

488

HSI Asset Securitization Corp. Trust Series 2007-HE1 Class 2A3, 0.4538% 1/25/37 (l)

1,144

355

Hyundai Auto Receivable Trust Series 2009-A Class A3, 2.03% 8/15/13

3,440

3,493

JPMorgan Mortgage Acquisition Trust:

Series 2006-NC2 Class M2, 0.5638% 7/25/36 (l)

116

5

Series 2007-CH1:

Class AV4, 0.3938% 11/25/36 (l)

1,144

870

Class MV1, 0.4938% 11/25/36 (l)

928

519

Series 2007-CH3 Class M1, 0.5638% 3/25/37 (l)

326

18

Keycorp Student Loan Trust:

Series 1999-A Class A2, 0.8672% 12/27/29 (l)

661

550

Series 2006-A Class 2C, 1.6872% 3/27/42 (l)

2,011

310

Long Beach Auto Receivables Trust Series 2007-A Class A4, 5.025% 1/15/14

1,585

1,613

Long Beach Mortgage Loan Trust Series 2004-2 Class M2, 1.3438% 6/25/34 (l)

125

85

Marriott Vacation Club Owner Trust Series 2006-2A:

Class B, 5.442% 10/20/28 (f)

17

16

Class C, 5.691% 10/20/28 (f)

8

6

Class D, 6.01% 10/20/28 (f)

91

72

MASTR Asset Backed Securities Trust:

Series 2006-AM3 Class M1, 0.5238% 10/25/36 (l)

410

25

Series 2007-HE1 Class M1, 0.5638% 5/25/37 (l)

622

34

Meritage Mortgage Loan Trust Series 2004-1 Class M1, 1.0138% 7/25/34 (l)

110

47

Merrill Auto Trust Securitization Series 2007-1 Class B, 5.79% 12/15/13

122

124

Merrill Lynch Mortgage Investors Trust:

Series 2003-OPT1 Class M1, 0.9138% 7/25/34 (l)

408

314

Series 2006-FM1 Class A2B, 0.3738% 4/25/37 (l)

1,690

1,465

Series 2006-MLN1 Class A2A, 0.3338% 7/25/37 (l)

15

14

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Merrill Lynch Mortgage Investors Trust: - continued

Series 2006-OPT1 Class A1A, 0.5238% 6/25/35 (l)

$ 2,232

$ 1,575

Morgan Stanley ABS Capital I Trust:

Series 2004-HE6 Class A2, 0.6038% 8/25/34 (l)

45

30

Series 2004-NC8 Class M6, 1.5138% 9/25/34 (l)

133

65

Series 2005-NC1 Class M1, 0.7038% 1/25/35 (l)

317

163

Series 2005-NC2 Class B1, 1.4338% 3/25/35 (l)

331

39

Series 2007-HE2 Class M1, 0.5138% 1/25/37 (l)

150

4

National Collegiate Student Loan Trust:

Series 2004-2 Class AIO, 9.75% 10/25/14 (n)

2,736

391

Series 2006-1 Class AIO, 5.5% 4/25/11 (n)

235

6

Series 2006-2 Class AIO, 6% 8/25/11 (n)

132

6

Series 2006-3 Class AIO, 7.1% 1/25/12 (n)

212

16

Series 2006-4:

Class A1, 0.2938% 3/25/25 (l)

350

345

Class AIO, 6.35% 2/27/12 (n)

673

57

Class D, 1.3638% 5/25/32 (l)

1,537

22

Series 2007-1 Class AIO, 7.27% 4/25/12 (n)

905

97

Series 2007-2 Class AIO, 6.7% 7/25/12 (n)

769

90

New Century Home Equity Loan Trust:

Series 2005-4 Class M2, 0.7738% 9/25/35 (l)

1,132

466

Series 2005-D Class M2, 0.7338% 2/25/36 (l)

538

69

Nomura Home Equity Loan Trust Series 2006-HE2 Class A2, 0.3838% 3/25/36 (l)

30

30

Ocala Funding LLC Series 2006-1A Class A, 1.6663% 3/20/11 (c)(f)(l)

933

345

Option One Mortgage Loan Trust:

Series 2007-5 Class 2A1, 0.3538% 5/25/37 (l)

67

65

Series 2007-6 Class 2A1, 0.3238% 7/25/37 (l)

125

120

Park Place Securities, Inc.:

Series 2004-WCW1:

Class M3, 1.5138% 9/25/34 (l)

422

182

Class M4, 1.7138% 9/25/34 (l)

542

86

Series 2005-WCH1:

Class M2, 0.7838% 1/25/36 (l)

1,624

1,374

Class M3, 0.8238% 1/25/36 (l)

379

243

Class M4, 1.0938% 1/25/36 (l)

1,171

368

Series 2005-WHQ2:

Class M7, 1.5138% 5/25/35 (l)

1,440

21

Class M9, 2.1438% 5/25/35 (l)

231

1

Providian Master Note Trust Series 2006-C1A Class C1, 0.8259% 3/15/15 (f)(l)

2,416

2,406

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Residential Asset Mortgage Products, Inc. Series 2006-EFC2 Class M1, 0.4938% 12/25/36 (l)

$ 407

$ 16

Residential Asset Securities Corp. Series 2007-KS2 Class AI1, 0.3338% 2/25/37 (l)

81

79

Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 1.0638% 4/25/33 (l)

4

3

Saxon Asset Securities Trust Series 2004-1 Class M1, 1.0588% 3/25/35 (l)

1,326

870

Securitized Asset Backed Receivables LLC Trust:

Series 2005-FR4 Class B3, 1.9838% 1/25/36 (l)

54

2

Series 2006-FR4 Class A2A, 0.3438% 8/25/36 (l)

28

13

Series 2007-NC1 Class A2A, 0.3138% 12/25/36 (l)

11

11

Sierra Receivables Funding Co. Series 2007-1A Class A2, 0.4881% 3/20/19 (f)(l)

646

602

SLM Private Credit Student Loan Trust Series 2004-A Class C, 1.4871% 6/15/33 (l)

1,009

61

Specialty Underwriting & Residential Finance Trust Series 2006-AB2 Class N1, 5.75% 6/25/37 (f)

374

0

Structured Asset Investment Loan Trust Series 2004-8 Class M5, 1.4138% 9/25/34 (l)

59

14

Structured Asset Securities Corp. Mortgage Loan Trust Series 2007-OSI Class A2, 0.3538% 6/25/37 (l)

2,040

1,691

SVO VOI Mortgage Corp. Series 2006-AA Class A, 5.28% 2/20/24 (f)

576

579

Swift Master Auto Receivables Trust Series 2007-2 Class A, 0.9259% 10/15/12 (l)

1,632

1,630

Terwin Mortgage Trust Series 2003-4HE Class A1, 1.1238% 9/25/34 (l)

23

14

Trapeza CDO XII Ltd./Trapeza CDO XII, Inc. Series 2007-12A Class B, 1.0936% 4/6/42 (f)(l)

1,705

85

Triad Auto Receivables Owner Trust Series 2006-C Class A4, 5.31% 5/13/13

475

486

Wachovia Auto Loan Owner Trust:

Series 2006-1 Class A4, 5.08% 4/20/12 (f)

55

56

Series 2006-2A:

Class B, 5.29% 6/20/12 (f)

219

220

Class D, 5.54% 12/20/12 (f)

332

337

Class E, 7.05% 5/20/14 (f)

3,929

4,001

WaMu Asset Holdings Corp. Series 2006-8 Class N1, 6.048% 10/25/46 (f)

704

0

WaMu Master Note Trust:

Series 2006-C2A Class C2, 0.7759% 8/15/15 (f)(l)

6,423

6,365

Series 2007-A4A Class A4, 5.2% 10/15/14 (f)

6,931

6,968

Series 2007-A5A Class A5, 1.0259% 10/15/14 (f)(l)

1,020

1,020

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Wells Fargo Home Equity Trust Series 2004-3 Class A, 4.5% 11/27/34 (a)(f)

$ 6

$ 0

Whinstone Capital Management Ltd. Series 1A Class B3, 2.2978% 10/25/44 (f)(l)

1,419

468

TOTAL ASSET-BACKED SECURITIES

(Cost $156,032)

155,609

Collateralized Mortgage Obligations - 1.3%

 

Private Sponsor - 1.3%

Arran Residential Mortgages Funding No. 1 PLC floater Series 2006-1A Class DB, 0.9575% 4/12/56 (f)(l)

1,133

680

Banc of America Commercial Mortgage Trust Series 2007-2:

Class B, 5.6987% 4/10/49 (l)

1,123

272

Class C, 5.6987% 4/10/49 (l)

2,997

505

Class D, 5.6987% 4/10/49 (l)

1,500

223

Banc of America Funding Corp. sequential payer Series 2010-R4 Class 2A1, 4.5% 3/26/37 (f)

5,934

6,020

Banc of America Mortgage Securities, Inc.:

Series 2003-L Class 2A1, 3.6145% 1/25/34 (l)

1,217

1,089

Series 2004-1 Class 2A2, 3.6636% 10/25/34 (l)

1,303

1,159

Series 2004-A Class 2A2, 3.5151% 2/25/34 (l)

166

146

Series 2004-B:

Class 1A1, 2.9237% 3/25/34 (l)

96

84

Class 2A2, 3.0586% 3/25/34 (l)

765

698

Series 2004-D Class 2A2, 2.9566% 5/25/34 (l)

1,162

1,081

Series 2004-G Class 2A7, 3.195% 8/25/34 (l)

1,030

896

Series 2004-H Class 2A1, 3.7091% 9/25/34 (l)

940

822

Bayview Commercial Asset Trust Series 2006-3A Class IO, 2.3908% 10/25/36 (f)(l)(n)

35,279

2,752

Bear Stearns ALT-A Trust floater Series 2005-1 Class A1, 0.5438% 1/25/35 (l)

1,828

1,437

Bear Stearns Commercial Mortgage Securities Trust Series 2006-T24 Class X2, 0.4276% 10/12/41 (f)(l)(n)

2,579

29

Chase Mortgage Finance Trust:

Series 2007-A1 Class 1A5, 3.2363% 2/25/37 (l)

1,136

1,088

Series 2007-A2 Class 2A1, 3.4095% 7/25/37 (l)

1,342

1,281

Citigroup Commercial Mortgage Trust Series 2008-C7 Class A2B, 6.0914% 12/10/49 (l)

1,372

1,465

Citigroup Mortgage Loan Trust Series 2004-UST1:

Class A3, 2.7498% 8/25/34 (l)

1,062

988

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

Private Sponsor - continued

Citigroup Mortgage Loan Trust Series 2004-UST1: - continued

Class A4, 2.489% 8/25/34 (l)

$ 937

$ 889

Cobalt CMBS Commercial Mortgage Trust Series 2007-C2 Class B, 5.617% 4/15/47 (l)

1,533

307

COMM pass-thru certificates floater Series 2001-J2A Class A2F, 0.7759% 7/16/34 (f)(l)

1,372

1,338

Countrywide Alternative Loan Trust planned amortization class Series 2003-5T2 Class A2, 0.6638% 5/25/33 (l)

11

11

Credit Suisse First Boston Mortgage Securities Corp. floater Series 2007-AR7 Class 2A1, 2.8818% 11/25/34 (l)

1,343

1,295

DSLA Mortgage Loan Trust Series 2006-AR2 Class 2AB1, 0.3566% 11/19/37 (l)

45

44

First Horizon Mortgage pass-thru Trust Series 2004-AR5 Class 2A1, 2.9962% 10/25/34 (l)

1,178

1,117

Fosse Master Issuer PLC floater Series 2006-1A:

Class B2, 0.6847% 10/18/54 (f)(l)

2,627

2,570

Class C2, 0.9947% 10/18/54 (f)(l)

881

851

Class M2, 0.7747% 10/18/54 (f)(l)

1,509

1,454

Gracechurch Mortgage Financing PLC floater Series 2006-1 Class D2, 0.8155% 11/20/56 (f)(l)

2,144

2,025

Gracechurch Mortgage Funding PLC floater Series 1A Class DB, 0.9975% 10/11/41 (f)(l)

2,469

2,432

Granite Master Issuer PLC floater:

Series 2005-4 Class C2, 0.8163% 12/20/54 (l)

117

51

Series 2006-1A Class C2, 0.8663% 12/20/54 (f)(l)

5,059

2,226

Series 2006-2 Class C1, 0.7363% 12/20/54 (l)

4,271

1,901

Series 2006-3 Class C2, 0.7663% 12/20/54 (l)

890

402

Series 2006-4:

Class B1, 0.3563% 12/20/54 (l)

3,376

2,515

Class C1, 0.6463% 12/20/54 (l)

2,064

908

Class M1, 0.4363% 12/20/54 (l)

889

573

Series 2007-1:

Class 1C1, 0.5663% 12/20/54 (l)

1,688

751

Class 1M1, 0.4163% 12/20/54 (l)

1,120

717

Class 2C1, 0.6963% 12/20/54 (l)

768

342

Class 2M1, 0.5163% 12/20/54 (l)

1,438

920

Series 2007-2 Class 2C1, 0.7019% 12/17/54 (l)

1,992

867

Granite Mortgages PLC floater Series 2003-3 Class 1C, 2.9713% 1/20/44 (l)

341

188

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

Private Sponsor - continued

GSR Mortgage Loan Trust Series 2007-AR2 Class 2A1, 3.1041% 4/25/35 (l)

$ 481

$ 414

Harborview Mortgage Loan Trust floater Series 2005-2 Class 2A1A, 0.4866% 5/19/35 (l)

305

192

JPMorgan Chase Commercial Mortgage Securities Trust Series 2007-CB18 Class A3, 5.447% 6/12/47 (l)

2,602

2,776

JPMorgan Mortgage Trust:

sequential payer Series 2006-A5 Class 3A5, 5.9219% 8/25/36 (l)

1,633

1,388

Series 2004-A3 Class 4A1, 4.2862% 7/25/34 (l)

1,448

1,404

Series 2006-A2 Class 5A1, 3.3347% 11/25/33 (l)

1,319

1,236

LB-UBS Commercial Mortgage Trust sequential payer Series 2006-C6 Class A4, 5.372% 9/15/39

617

665

MASTR Adjustable Rate Mortgages Trust Series 2007-3 Class 22A2, 0.4738% 5/25/47 (l)

896

562

MASTR Asset Backed Securities Trust Series 2006-NC3 Class M1, 0.4938% 10/25/36 (l)

311

1

Merrill Lynch Alternative Note Asset Trust floater Series 2007-OAR1 Class A1, 0.4338% 2/25/37 (l)

1,450

967

Merrill Lynch Floating Trust floater Series 2006-1:

Class B, 0.446% 6/15/22 (f)(l)

190

163

Class C, 0.466% 6/15/22 (f)(l)

1,173

997

Class D, 0.476% 6/15/22 (f)(l)

452

375

Class E, 0.486% 6/15/22 (f)(l)

722

548

Class F, 0.516% 6/15/22 (f)(l)

1,196

849

Class G, 0.586% 6/15/22 (f)(l)

271

184

Class H, 0.606% 6/15/22 (f)(l)

542

341

Class J, 0.646% 6/15/22 (f)(l)

633

335

Merrill Lynch Mortgage Investors Trust:

Series 2004-A4 Class A1, 2.8028% 8/25/34 (l)

1,512

1,435

Series 2005-A2 Class A7, 2.8016% 2/25/35 (l)

1,191

1,097

Series 2006-A6 Class A4, 3.5975% 10/25/33 (l)

1,018

911

Opteum Mortgage Acceptance Corp. floater Series 2005-3 Class APT, 0.5538% 7/25/35 (l)

1,957

1,543

Option One Mortgage Loan Trust floater Series 2007-CP1 Class M1, 0.5638% 3/25/37 (l)

2,252

155

Provident Funding Mortgage Loan Trust Series 2005-2 Class 3A, 2.9% 10/25/35 (l)

3,440

2,907

RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B:

Class B5, 2.6434% 7/10/35 (f)(l)

1,348

750

Class B6, 3.1434% 7/10/35 (f)(l)

1,787

873

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

Private Sponsor - continued

Residential Asset Mortgage Products, Inc. sequential payer:

Series 2003-SL1 Class A31, 7.125% 4/25/31

$ 680

$ 688

Series 2004-SL3 Class A1, 7% 8/25/16

44

43

Residential Funding Securities Corp. floater Series 2003-RP2 Class A1, 0.7138% 6/25/33 (f)(l)

337

267

Salomon Brothers Mortgage Securities VII, Inc. Series 2006-C2 Class H, 6.308% 7/18/33 (f)

194

194

Sequoia Mortgage Trust floater Series 2004-6 Class A3B, 1.1948% 7/20/34 (l)

32

17

Structured Asset Securities Corp.:

Series 2003-15A Class 4A, 5.3532% 4/25/33 (l)

450

436

Series 2003-20 Class 1A1, 5.5% 7/25/33

401

410

TBW Mortgage-Backed pass-thru certificates floater Series 2006-4 Class A3, 0.5288% 9/25/36 (l)

2,597

1,482

WaMu Mortgage pass-thru certificates:

Series 2003-AR8 Class A, 2.8215% 8/25/33 (l)

764

727

Series 2005-AR3 Class A2, 2.727% 3/25/35 (l)

2,000

1,752

Wells Fargo Mortgage Backed Securities Trust:

Series 2004-W Class A9, 2.9891% 11/25/34 (l)

2,188

2,089

Series 2005-AR12 Class 2A6, 2.9082% 7/25/35 (l)

2,594

2,414

Series 2005-AR2 Class 2A2, 2.8765% 3/25/35 (l)

1,761

1,630

Series 2005-AR3 Class 2A1, 2.9468% 3/25/35 (l)

1,473

1,329

Series 2006-AR8 Class 3A1, 5.2162% 4/25/36 (l)

15,165

13,660

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $86,503)

99,615

Commercial Mortgage Securities - 6.8%

 

Asset Securitization Corp. Series 1997-D5:

Class A2, 6.8128% 2/14/43 (l)

1,009

1,097

Class A3, 6.8628% 2/14/43 (l)

1,089

1,182

Class A6, 7.1828% 2/14/43 (l)

1,605

1,716

Class PS1, 1.387% 2/14/43 (l)(n)

4,219

124

Banc of America Commercial Mortgage Trust:

sequential payer:

Series 2006-2 Class AAB, 5.7202% 5/10/45 (l)

1,602

1,724

Series 2006-3 Class A4, 5.889% 7/10/44 (l)

8,540

9,087

Series 2006-4 Class A1, 5.363% 7/10/46 (l)

83

83

Series 2006-5 Class A1, 5.185% 9/10/47

37

37

Series 2006-6 Class A3, 5.369% 10/10/45

2,744

2,862

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Banc of America Commercial Mortgage Trust: - continued

sequential payer:

Series 2007-2 Class A1, 5.421% 4/10/49

$ 113

$ 117

Series 2007-4 Class A3, 5.811% 2/10/51 (l)

1,368

1,474

Series 2006-6 Class E, 5.619% 10/10/45 (f)

793

145

Series 2007-3:

Class A3, 5.6578% 6/10/49 (l)

2,291

2,455

Class A4, 5.6578% 6/10/49 (l)

2,860

2,878

Banc of America Commercial Mortgage, Inc.:

sequential payer:

Series 2001-1 Class A4, 5.451% 1/15/49

3,005

3,130

Series 2004-2:

Class A3, 4.05% 11/10/38

1,513

1,533

Class A4, 4.153% 11/10/38

1,740

1,799

Series 2004-4 Class A3, 4.128% 7/10/42

86

86

Series 2005-1 Class A3, 4.877% 11/10/42

2,262

2,273

Series 2006-1 Class A1, 5.219% 9/10/45 (l)

278

279

Series 2001-3 Class H, 6.562% 4/11/37 (f)

767

759

Series 2001-PB1:

Class J, 7.166% 5/11/35 (f)

343

330

Class K, 6.15% 5/11/35 (f)

638

575

Series 2003-2 Class XP, 0.307% 3/11/41 (f)(l)(n)

9,253

6

Series 2005-3 Series A3B, 5.09% 7/10/43 (l)

4,262

4,555

Series 2005-6 Class A3, 5.1778% 9/10/47 (l)

2,470

2,552

Series 2007-1 Class B, 5.543% 1/15/49

826

271

Banc of America Large Loan, Inc. floater:

Series 2005-MIB1:

Class C, 0.5859% 3/15/22 (f)(l)

589

483

Class D, 0.6359% 3/15/22 (f)(l)

597

466

Class E, 0.6759% 3/15/22 (f)(l)

493

370

Class F, 0.7459% 3/15/22 (f)(l)

489

342

Class G, 0.8059% 3/15/22 (f)(l)

317

206

Series 2006-BIX1:

Class C, 0.4559% 10/15/19 (f)(l)

882

732

Class D, 0.4859% 10/15/19 (f)(l)

1,077

905

Class E, 0.5159% 10/15/19 (f)(l)

998

827

Class F, 0.5859% 10/15/19 (f)(l)

2,362

1,899

Class G, 0.6059% 10/15/19 (f)(l)

951

663

Bayview Commercial Asset Trust:

floater:

Series 2003-2 Class M1, 1.1138% 12/25/33 (f)(l)

65

38

Series 2004-1:

Class A, 0.6238% 4/25/34 (f)(l)

1,071

846

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Bayview Commercial Asset Trust: - continued

floater:

Series 2004-1:

Class B, 2.1638% 4/25/34 (f)(l)

$ 120

$ 60

Class M1, 0.8238% 4/25/34 (f)(l)

96

66

Class M2, 1.4638% 4/25/34 (f)(l)

89

51

Series 2004-2:

Class A, 0.6938% 8/25/34 (f)(l)

837

662

Class M1, 0.8438% 8/25/34 (f)(l)

152

96

Series 2004-3:

Class A1, 0.6338% 1/25/35 (f)(l)

1,873

1,461

Class A2, 0.6838% 1/25/35 (f)(l)

269

175

Class M1, 0.7638% 1/25/35 (f)(l)

323

209

Class M2, 1.2638% 1/25/35 (f)(l)

163

101

Series 2005-2A:

Class A1, 0.5738% 8/25/35 (f)(l)

1,484

1,107

Class M1, 0.6938% 8/25/35 (f)(l)

78

45

Class M2, 0.7438% 8/25/35 (f)(l)

129

71

Class M3, 0.7638% 8/25/35 (f)(l)

71

36

Class M4, 0.8738% 8/25/35 (f)(l)

65

31

Series 2005-3A:

Class A1, 0.5838% 11/25/35 (f)(l)

575

428

Class A2, 0.6638% 11/25/35 (f)(l)

537

347

Class M1, 0.7038% 11/25/35 (f)(l)

115

59

Class M2, 0.7538% 11/25/35 (f)(l)

87

41

Class M3, 0.7738% 11/25/35 (f)(l)

77

35

Class M4, 0.8638% 11/25/35 (f)(l)

97

41

Series 2005-4A:

Class A2, 0.6538% 1/25/36 (f)(l)

1,335

854

Class B1, 1.6638% 1/25/36 (f)(l)

116

38

Class M1, 0.7138% 1/25/36 (f)(l)

431

224

Class M2, 0.7338% 1/25/36 (f)(l)

129

63

Class M3, 0.7638% 1/25/36 (f)(l)

189

87

Class M4, 0.8738% 1/25/36 (f)(l)

104

42

Class M5, 0.9138% 1/25/36 (f)(l)

104

40

Class M6, 0.9638% 1/25/36 (f)(l)

111

40

Series 2006-1:

Class A2, 0.6238% 4/25/36 (f)(l)

203

136

Class M1, 0.6438% 4/25/36 (f)(l)

123

62

Class M2, 0.6638% 4/25/36 (f)(l)

130

63

Class M3, 0.6838% 4/25/36 (f)(l)

112

49

Class M4, 0.7838% 4/25/36 (f)(l)

64

24

Class M5, 0.8238% 4/25/36 (f)(l)

62

24

Class M6, 0.9038% 4/25/36 (f)(l)

123

47

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Bayview Commercial Asset Trust: - continued

floater:

Series 2006-2A:

Class A1, 0.4938% 7/25/36 (f)(l)

$ 3,540

$ 2,735

Class A2, 0.5438% 7/25/36 (f)(l)

183

124

Class B1, 1.1338% 7/25/36 (f)(l)

116

30

Class B3, 2.9638% 7/25/36 (f)(l)

103

19

Class M1, 0.5738% 7/25/36 (f)(l)

192

91

Class M2, 0.5938% 7/25/36 (f)(l)

135

62

Class M3, 0.6138% 7/25/36 (f)(l)

112

46

Class M4, 0.6838% 7/25/36 (f)(l)

128

51

Class M5, 0.7338% 7/25/36 (f)(l)

93

33

Class M6, 0.8038% 7/25/36 (f)(l)

139

43

Series 2006-3A:

Class B1, 1.0638% 10/25/36 (f)(l)

121

24

Class B2, 1.6138% 10/25/36 (f)(l)

149

26

Class B3, 2.8638% 10/25/36 (f)(l)

143

23

Class M4, 0.6938% 10/25/36 (f)(l)

134

43

Class M5, 0.7438% 10/25/36 (f)(l)

161

45

Class M6, 0.8238% 10/25/36 (f)(l)

315

76

Series 2006-4A:

Class A1, 0.4938% 12/25/36 (f)(l)

664

493

Class A2, 0.5338% 12/25/36 (f)(l)

3,366

2,140

Class B1, 0.9638% 12/25/36 (f)(l)

167

40

Class B2, 1.5138% 12/25/36 (f)(l)

171

33

Class B3, 2.7138% 12/25/36 (f)(l)

179

20

Class M1, 0.5538% 12/25/36 (f)(l)

216

101

Class M2, 0.5738% 12/25/36 (f)(l)

144

62

Class M3, 0.6038% 12/25/36 (f)(l)

146

57

Class M4, 0.6638% 12/25/36 (f)(l)

175

62

Class M5, 0.7038% 12/25/36 (f)(l)

160

54

Class M6, 0.7838% 12/25/36 (f)(l)

144

46

Series 2007-1:

Class A2, 0.5338% 3/25/37 (f)(l)

728

459

Class B1, 0.9338% 3/25/37 (f)(l)

231

51

Class B2, 1.4138% 3/25/37 (f)(l)

168

31

Class B3, 3.6138% 3/25/37 (f)(l)

459

69

Class M1, 0.5338% 3/25/37 (f)(l)

204

92

Class M2, 0.5538% 3/25/37 (f)(l)

152

59

Class M3, 0.5838% 3/25/37 (f)(l)

202

71

Class M4, 0.6338% 3/25/37 (f)(l)

164

53

Class M5, 0.6838% 3/25/37 (f)(l)

171

49

Class M6, 0.7638% 3/25/37 (f)(l)

237

58

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Bayview Commercial Asset Trust: - continued

floater:

Series 2007-2A:

Class A1, 0.5338% 7/25/37 (f)(l)

$ 1,812

$ 1,268

Class A2, 0.5838% 7/25/37 (f)(l)

1,696

882

Class B1, 1.8638% 7/25/37 (f)(l)

508

76

Class B2, 2.5138% 7/25/37 (f)(l)

443

66

Class B3, 3.6138% 7/25/37 (f)(l)

497

65

Class M1, 0.6338% 7/25/37 (f)(l)

578

220

Class M2, 0.6738% 7/25/37 (f)(l)

301

90

Class M3, 0.7538% 7/25/37 (f)(l)

305

70

Class M4, 0.9138% 7/25/37 (f)(l)

634

127

Class M5, 1.0138% 7/25/37 (f)(l)

559

95

Class M6, 1.2638% 7/25/37 (f)(l)

711

110

Series 2007-3:

Class A2, 0.5538% 7/25/37 (f)(l)

725

443

Class B1, 1.2138% 7/25/37 (f)(l)

438

99

Class B2, 1.8638% 7/25/37 (f)(l)

1,125

246

Class B3, 4.2638% 7/25/37 (f)(l)

584

120

Class M1, 0.5738% 7/25/37 (f)(l)

385

173

Class M2, 0.6038% 7/25/37 (f)(l)

411

152

Class M3, 0.6338% 7/25/37 (f)(l)

661

213

Class M4, 0.7638% 7/25/37 (f)(l)

1,041

313

Class M5, 0.8638% 7/25/37 (f)(l)

528

149

Class M6, 1.0638% 7/25/37 (f)(l)

401

96

Series 2007-4A:

Class B1, 2.8138% 9/25/37 (f)(l)

247

25

Class B2, 3.7138% 9/25/37 (f)(l)

894

80

Class M1, 1.2138% 9/25/37 (f)(l)

238

64

Class M2, 1.3138% 9/25/37 (f)(l)

238

55

Class M4, 1.8638% 9/25/37 (f)(l)

606

109

Class M5, 2.0138% 9/25/37 (f)(l)

606

91

Class M6, 2.2138% 9/25/37 (f)(l)

607

73

Series 2004-1 Class IO, 1.25% 4/25/34 (f)(n)

3,393

114

Series 2007-5A Class IO, 3.047% 10/25/37 (f)(l)(n)

7,729

835

Bear Stearns Commercial Mortgage Securities Trust:

floater:

Series 2006-BBA7:

Class G, 0.7159% 3/15/19 (f)(l)

639

467

Class H, 0.9259% 3/15/19 (f)(l)

429

241

Class J, 1.1259% 3/15/19 (f)(l)

323

174

Series 2007-BBA8:

Class D, 0.5259% 3/15/22 (f)(l)

489

284

Class E, 0.5759% 3/15/22 (f)(l)

2,544

1,399

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Bear Stearns Commercial Mortgage Securities Trust: - continued

floater:

Series 2007-BBA8:

Class F, 0.6259% 3/15/22 (f)(l)

$ 1,561

$ 796

Class G, 0.6759% 3/15/22 (f)(l)

401

193

Class H, 0.8259% 3/15/22 (f)(l)

489

196

Class J, 0.9759% 3/15/22 (f)(l)

489

156

sequential payer:

Series 2003-PWR2 Class A3, 4.834% 5/11/39

484

492

Series 2004-PWR3 Class A3, 4.487% 2/11/41

1,372

1,395

Series 2006-T24 Class A1, 4.905% 10/12/41 (l)

150

152

Series 2007-PW16 Class A4, 5.7172% 6/11/40 (l)

803

846

Series 2007-PW17 Class A1, 5.282% 6/11/50

585

598

Series 2007-T26 Class A1, 5.145% 1/12/45 (l)

359

368

Series 2003-PWR2 Class X2, 0.4686% 5/11/39 (f)(l)(n)

10,636

56

Series 2006-PW13 Class A3, 5.518% 9/11/41

4,842

5,132

Series 2006-PW14 Class X2, 0.6529% 12/11/38 (f)(l)(n)

18,592

334

Series 2006-T22 Class A4, 5.4623% 4/12/38 (l)

172

190

Series 2007-PW15 Class A1, 5.016% 2/11/44

275

282

Series 2007-PW16:

Class B, 5.7172% 6/11/40 (f)(l)

220

79

Class C, 5.7172% 6/11/40 (f)(l)

183

57

Class D, 5.7172% 6/11/40 (f)(l)

183

48

Series 2007-PW18 Class X2, 0.3206% 6/11/50 (f)(l)(n)

128,162

1,643

Series 2007-T28 Class X2, 0.1751% 9/11/42 (f)(l)(n)

64,096

500

C-BASS Trust floater Series 2006-SC1 Class A, 0.5338% 5/25/36 (f)(l)

734

433

CDC Commercial Mortgage Trust Series 2002-FX1:

Class G, 6.625% 5/15/35 (f)

1,612

1,738

Class XCL, 2.1172% 5/15/35 (f)(l)(n)

17,881

499

Chase Commercial Mortgage Securities Corp.:

Series 1999-2:

Class E, 7.734% 1/15/32

60

59

Class F, 7.734% 1/15/32

298

297

Series 2000-3 Class G 6.887% 10/15/32 (f)

5,748

5,720

Series 2001-245 Class A2, 6.275% 2/12/16 (f)(l)

1,363

1,386

Citigroup Commercial Mortgage Trust:

floater Series 2006-FL2:

Class F, 0.5819% 8/15/21 (f)(l)

490

429

Class G, 0.6019% 8/15/21 (f)(l)

408

330

Class H, 0.6419% 8/15/21 (f)(l)

327

245

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Citigroup Commercial Mortgage Trust: - continued

Series 2006-C5 Class AMP2, 5.5005% 10/15/49 (f)

$ 2,307

$ 2,133

Series 2007-C6:

Class A1, 5.622% 12/10/49 (l)

416

424

Class A2, 5.6985% 12/10/49 (l)

1,370

1,441

Class A4, 5.6985% 12/10/49 (l)

4,549

4,841

Series 2007-FL3A Class A2, 0.4159% 4/15/22 (f)(l)

4,955

4,262

Citigroup/Deutsche Bank Commercial Mortgage Trust:

sequential payer Series 2007-CD4:

Class A1, 4.977% 12/11/49

232

234

Class A2A, 5.237% 12/11/49

1,221

1,256

Class A4, 5.322% 12/11/49

15,886

16,185

Series 2007-CD4:

Class A3, 5.293% 12/11/49

1,336

1,412

Class C, 5.476% 12/11/49

2,583

723

Cobalt CMBS Commercial Mortgage Trust:

sequential payer Series 2007-C3 Class A3, 5.8179% 5/15/46 (l)

1,372

1,467

Series 2006-C1 Class B, 5.359% 8/15/48

4,116

576

COMM pass-thru certificates:

floater:

Series 2005-F10A:

Class B, 0.5059% 4/15/17 (f)(l)

3,073

2,612

Class C, 0.5459% 4/15/17 (f)(l)

1,104

905

Class D, 0.5859% 4/15/17 (f)(l)

753

587

Class E, 0.6459% 4/15/17 (f)(l)

240

180

Class F, 0.6859% 4/15/17 (f)(l)

136

94

Class G, 0.8259% 4/15/17 (f)(l)

136

85

Class H, 0.8959% 4/15/17 (f)(l)

136

71

Class J, 1.1259% 4/15/17 (f)(l)

104

42

Series 2005-FL11:

Class C, 0.5759% 11/15/17 (f)(l)

1,381

1,270

Class D, 0.6159% 11/15/17 (f)(l)

72

65

Class E, 0.6659% 11/15/17 (f)(l)

255

222

Class F, 0.7259% 11/15/17 (f)(l)

194

159

Class G, 0.7759% 11/15/17 (f)(l)

135

94

Series 2006-FL12 Class AJ, 0.4059% 12/15/20 (f)(l)

1,955

1,623

sequential payer:

Series 2005-C6 Class A2, 4.999% 6/10/44 (l)

21

21

Series 2006-C8:

Class A3, 5.31% 12/10/46

3,910

4,074

Class A4, 5.306% 12/10/46

18,390

18,942

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

COMM pass-thru certificates: - continued

sequential payer:

Series 2006-CN2A Class A2FX, 5.449% 2/5/19 (f)

$ 2,319

$ 2,326

Series 2007-C9 Class A4, 5.8157% 12/10/49 (l)

3,036

3,286

Series 2004-LBN2 Class X2, 0.8492% 3/10/39 (f)(l)(n)

2,133

8

Series 2006-C8:

Class B, 5.44% 12/10/46

2,376

741

Class XP, 0.4814% 12/10/46 (l)(n)

11,758

173

Credit Suisse Commercial Mortgage Trust:

sequential payer:

Series 2006-C4 Class A3, 5.467% 9/15/39

7,080

7,346

Series 2006-C5:

Class A1, 5.297% 12/15/39

44

44

Class AJ, 5.373% 12/15/39

2,778

1,756

Series 2007-C2:

Class A1, 5.269% 1/15/49

27

27

Class A3, 5.542% 1/15/49 (l)

2,744

2,728

Series 2007-C3:

Class A1, 5.664% 6/15/39 (l)

9

9

Class A4, 5.7223% 6/15/39 (l)

825

819

Series 2006-C4 Class AAB, 5.439% 9/15/39

7,809

8,341

Series 2006-C5 Class ASP, 0.6707% 12/15/39 (l)(n)

7,920

117

Series 2007-C5 Class A4, 5.695% 9/15/40 (l)

1,242

1,240

Credit Suisse First Boston Mortgage Capital Certificates floater Series 2007-TF2A Class B, 0.6259% 4/15/22 (f)(l)

4,895

1,958

Credit Suisse First Boston Mortgage Securities Corp.:

sequential payer:

Series 2001-CK6 Class B, 6.582% 8/15/36

1,372

1,435

Series 2002-CP5 Class A1, 4.106% 12/15/35

78

80

Series 2004-C1:

Class A3, 4.321% 1/15/37

340

345

Class A4, 4.75% 1/15/37

639

666

Series 1998-C1 Class D, 7.17% 5/17/40

77

78

Series 1999-C1 Class E, 7.8879% 9/15/41 (l)

118

118

Series 2001-CK6 Class AX, 0.8793% 8/15/36 (l)(n)

3,658

29

Series 2001-CKN5 Class AX, 1.9642% 9/15/34 (f)(l)(n)

11,012

137

Series 2003-C4 Class ASP, 0.4351% 8/15/36 (f)(l)(n)

6,979

0 *

Series 2004-C1 Class ASP, 0.9553% 1/15/37 (f)(l)(n)

66,274

322

Series 2006-C1 Class A3, 5.5486% 2/15/39 (l)

7,244

7,841

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Credit Suisse Mortgage Capital Certificates:

floater Series 2007-TFL1:

Class B, 0.4259% 2/15/22 (f)(l)

$ 519

$ 348

Class C:

0.4459% 2/15/22 (f)(l)

1,479

843

0.5459% 2/15/22 (f)(l)

528

243

Class F, 0.5959% 2/15/22 (f)(l)

1,056

433

sequential payer Series 2007-C1 Class A1, 5.227% 2/15/40

79

80

Series 2007-C1:

Class ASP, 0.4159% 2/15/40 (l)(n)

25,686

295

Class B, 5.487% 2/15/40 (f)(l)

2,097

252

Series 2010-16 Class A1, 3% 6/25/50

6,060

6,060

First Union National Bank-Bank of America Commercial Mortgage Trust Series 2001-C1:

Class D, 6.484% 3/15/33

489

495

Class G, 6.936% 3/15/33 (f)

903

903

GE Capital Commercial Mortgage Corp.:

sequential payer Series 2007-C1 Class A4, 5.543% 12/10/49

6,821

6,830

Series 2001-1 Class X1, 1.0321% 5/15/33 (f)(l)(n)

13,190

58

Series 2004-C1 Class X2, 1.1164% 11/10/38 (f)(l)(n)

5,667

22

Series 2005-C1 Class B, 4.846% 6/10/48 (l)

392

278

Series 2007-C1 Class XP, 0.2009% 12/10/49 (l)(n)

24,513

153

GMAC Commercial Mortgage Securities, Inc.:

Series 2003-C3 Class X2, 0.6149% 4/10/40 (f)(l)(n)

5,754

11

Series 2004-C3 Class X2, 0.6312% 12/10/41 (l)(n)

5,061

35

Series 2005-C1 Class X2, 0.6565% 5/10/43 (l)(n)

5,452

53

Greenwich Capital Commercial Funding Corp.:

floater Series 2006-FL4 Class B, 0.49% 11/5/21 (f)(l)

516

382

sequential payer:

Series 2004-GG1 Class A4, 4.755% 6/10/36

379

381

Series 2007-GG11:

Class A1, 5.358% 12/10/49

1,216

1,262

Class A2, 5.597% 12/10/49

2,744

2,897

Series 2007-GG9 Class A4, 5.444% 3/10/39

3,989

4,178

Series 2003-C2 Class XP, 0.8232% 1/5/36 (f)(l)(n)

6,876

16

Series 2005-GG3 Class XP, 0.6925% 8/10/42 (f)(l)(n)

25,414

227

Series 2006-GG7:

Class A3, 5.8883% 7/10/38 (l)

3,617

3,927

Class A4, 5.8883% 7/10/38 (l)

10,620

11,562

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Greenwich Capital Commercial Funding Corp.: - continued

Series 2007-GG11 Class A1, 0.4798% 12/10/49 (f)(n)

$ 32,616

$ 339

GS Mortgage Securities Corp. II:

floater:

Series 2006-FL8A:

Class C, 0.5353% 6/6/20 (f)(l)

69

63

Class D, 0.5753% 6/6/20 (f)(l)

327

283

Class E, 0.6653% 6/6/20 (f)(l)

379

318

Class F, 0.7353% 6/6/20 (f)(l)

662

531

Series 2007-EOP:

Class C, 0.6153% 3/6/20 (f)(l)

1,304

1,161

Class D, 0.6653% 3/6/20 (f)(l)

8,605

7,572

Class F, 0.7753% 3/6/20 (f)(l)

107

93

Class G, 0.8153% 3/6/20 (f)(l)

54

45

Class H, 0.9453% 3/6/20 (f)(l)

600

507

Class J, 1.1453% 3/6/20 (f)(l)

860

714

sequential payer Series 2004-GG2 Class A4, 4.964% 8/10/38

425

442

Series 2005-GG4 Class XP, 0.7044% 7/10/39 (f)(l)(n)

25,943

309

GS Mortgage Securities Trust sequential payer:

Series 2006-GG8 Class A2, 5.479% 11/10/39

2,058

2,111

Series 2007-GG10:

Class A1, 5.69% 8/10/45

151

156

Class A2, 5.778% 8/10/45

654

680

JPMorgan Chase Commercial Mortgage Securities Corp.:

Series 2004-C1 Class X2, 0.9177% 1/15/38 (f)(l)(n)

1,675

7

Series 2004-CB8 Class X2, 1.0321% 1/12/39 (f)(l)(n)

1,674

9

Series 2006-LDP7 Class A4, 5.8735% 4/15/45 (l)

3,700

4,067

JPMorgan Chase Commercial Mortgage Securities Trust:

floater Series 2006-FLA2:

Class B, 0.4459% 11/15/18 (f)(l)

1,011

708

Class C, 0.4859% 11/15/18 (f)(l)

719

474

Class D, 0.5059% 11/15/18 (f)(l)

227

129

Class E, 0.5559% 11/15/18 (f)(l)

326

183

Class F, 0.6059% 11/15/18 (f)(l)

490

255

Class G, 0.6359% 11/15/18 (f)(l)

426

213

Class H, 0.7759% 11/15/18 (f)(l)

326

144

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

JPMorgan Chase Commercial Mortgage Securities Trust: - continued

sequential payer:

Series 2006-CB15 Class A3, 5.819% 6/12/43 (l)

$ 2,066

$ 2,197

Series 2006-LDP8 Class A4, 5.399% 5/15/45

874

938

Series 2006-LDP9:

Class A2, 5.134% 5/15/47 (l)

652

695

Class A3, 5.336% 5/15/47

572

596

Series 2007-CB19 Class A4, 5.7461% 2/12/49 (l)

4,812

5,047

Series 2007-CB20 Class A4, 5.794% 2/12/51

6,844

7,281

Series 2007-LD11 Class A2, 5.8025% 6/15/49 (l)

3,852

4,028

Series 2007-LDP10 Class A1, 5.122% 1/15/49

45

45

Series 2007-LDPX Class A3, 5.412% 1/15/49

22,356

22,865

Series 2004-LDP4 Class D, 5.1488% 10/15/42 (l)

1,235

572

Series 2005-CB13 Class E, 5.3519% 1/12/43 (f)(l)

694

64

Series 2006-CB17 Class A3, 5.45% 12/12/43

391

411

Series 2007-CB19:

Class B, 5.7461% 2/12/49 (l)

117

36

Class C, 5.7461% 2/12/49 (l)

307

95

Class D, 5.7461% 2/12/49 (l)

322

95

Series 2007-LDP10:

Class BS, 5.437% 1/15/49 (l)

262

79

Class CS, 5.466% 1/15/49 (l)

113

29

Class ES, 5.541% 1/15/49 (f)(l)

709

50

JPMorgan Commercial Mortgage Finance Corp. Series 2000-C9 Class G, 6.25% 10/15/32 (f)

566

571

LB Commercial Conduit Mortgage Trust:

sequential payer Series 2007-C3 Class A4, 5.9499% 7/15/44 (l)

15,007

15,523

Series 1998-C1 Class D, 6.98% 2/18/30

512

515

LB-UBS Commercial Mortgage Trust:

sequential payer:

Series 2001-C2 Class A2, 6.653% 11/15/27

243

247

Series 2001-C3 Class A1, 6.058% 6/15/20

6

6

Series 2006-C1 Class A2, 5.084% 2/15/31

597

602

Series 2006-C3 Class A1, 5.478% 3/15/32

30

30

Series 2006-C6:

Class A1, 5.23% 9/15/39

140

140

Class A2, 5.262% 9/15/39 (l)

2,394

2,456

Series 2006-C7:

Class A1, 5.279% 11/15/38

77

78

Class A2, 5.3% 11/15/38

1,509

1,556

Class A3, 5.347% 11/15/38

1,022

1,084

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

LB-UBS Commercial Mortgage Trust: - continued

sequential payer:

Series 2007-C1:

Class A1, 5.391% 2/15/40 (l)

$ 143

$ 145

Class A4, 5.424% 2/15/40

8,354

8,768

Series 2007-C2 Class A3, 5.43% 2/15/40

2,501

2,576

Series 2000-C5 Class E, 7.29% 12/15/32

96

97

Series 2001-C3 Class B, 6.512% 6/15/36

2,652

2,742

Series 2001-C7 Class D, 6.514% 11/15/33

1,509

1,524

Series 2004-C2 Class XCP, 1.0459% 3/15/36 (f)(l)(n)

12,644

71

Series 2004-C4 Class A2, 4.567% 6/15/29 (l)

149

150

Series 2005-C3 Class XCP, 0.7548% 7/15/40 (l)(n)

4,247

50

Series 2006-C6 Class XCP, 0.6666% 9/15/39 (l)(n)

7,799

127

Series 2007-C1:

Class C, 5.533% 2/15/40 (l)

3,018

669

Class D, 5.563% 2/15/40 (l)

549

98

Class E, 5.582% 2/15/40 (l)

274

42

Class XCP, 0.3203% 2/15/40 (l)(n)

3,135

37

Series 2007-C6 Class A4, 5.858% 7/15/40 (l)

1,714

1,768

Series 2007-C7:

Class A3, 5.866% 9/15/45

4,486

4,700

Class XCP, 0.2905% 9/15/45 (l)(n)

107,683

1,179

LB-UBS Westfield Trust Series 2001-WM, 6.754% 7/14/16 (f)

392

400

Lehman Brothers Floating Rate Commercial Mortgage Trust floater Series 2006-LLFA:

Class D, 0.5059% 9/15/21 (f)(l)

440

337

Class E, 0.5659% 9/15/21 (f)(l)

1,586

1,202

Class F, 0.6159% 9/15/21 (f)(l)

906

676

Class G, 0.6359% 9/15/21 (f)(l)

1,791

1,240

Class H, 0.6759% 9/15/21 (f)(l)

462

201

Lehman Large Loan Trust Series 1997-LLI Class E, 7.3% 10/12/34

2,435

2,578

Merrill Lynch Mortgage Trust:

sequential payer:

Series 2004-MKB1 Class A2, 4.353% 2/12/42

128

128

Series 2005-CIP1 Class A2, 4.96% 7/12/38

3,351

3,435

Series 2007-C1 Class A1, 4.533% 6/12/50

300

303

Series 2005-CKI1 Class A3, 5.2324% 11/12/37 (l)

2,253

2,328

Series 2005-LC1 Class F, 5.3777% 1/12/44 (f)(l)

1,194

443

Series 2006-C1 Class A2, 5.6099% 5/12/39 (l)

1,935

2,042

Series 2007-C1 Class A4, 5.826% 6/12/50 (l)

5,194

5,568

Series 2008-C1 Class A4, 5.69% 2/12/51

2,929

3,105

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Merrill Lynch-CFC Commercial Mortgage Trust:

floater Series 2006-4 Class A2FL, 0.4625% 12/12/49 (l)

$ 639

$ 621

sequential payer:

Series 2006-1 CLass A3, 5.4664% 2/12/39 (l)

1,460

1,534

Series 2006-4 Class ASB, 5.133% 12/12/49 (l)

1,179

1,265

Series 2007-5:

Class A1, 4.275% 8/12/48

34

34

Class A3, 5.364% 8/12/48

535

548

Class A4, 5.378% 8/12/48

55

54

Class B, 5.479% 2/12/17

4,116

725

Series 2007-6:

Class A1, 5.175% 3/12/51

72

74

Class A4, 5.485% 3/12/51 (l)

3,250

3,239

Series 2007-7 Class A4, 5.7485% 6/12/50 (l)

4,802

4,826

Series 2007-8 Class A1, 4.622% 8/12/49

259

264

Series 2006-4 Class XP, 0.6254% 12/12/49 (l)(n)

26,993

491

Series 2007-6 Class B, 5.635% 3/12/51 (l)

1,372

410

Series 2007-7 Class B, 5.75% 6/12/50

1,765

294

Series 2007-8 Class A3, 5.9564% 8/12/49 (l)

1,183

1,272

Morgan Stanley Capital I Trust:

floater:

Series 2006-XLF:

Class C, 1.472% 7/15/19 (f)(l)

653

82

Class F, 0.592% 7/15/19 (f)(l)

1,321

1,202

Class G, 0.632% 7/15/19 (f)(l)

750

540

Series 2007-XCLA Class A1, 0.472% 7/17/17 (f)(l)

2,009

1,105

Series 2007-XLCA Class B, 0.772% 7/17/17 (f)(l)

1,792

125

Series 2007-XLFA:

Class C, 0.432% 10/15/20 (f)(l)

788

335

Class D, 0.462% 10/15/20 (f)(l)

529

119

Class E, 0.522% 10/15/20 (f)(l)

662

83

Class F, 0.572% 10/15/20 (f)(l)

397

40

Class G, 0.612% 10/15/20 (f)(l)

491

37

Class H, 0.702% 10/15/20 (f)(l)

309

8

Class J, 0.852% 10/15/20 (f)(l)

353

9

Class MHRO, 0.962% 10/15/20 (f)(l)

424

85

Class MJPM, 1.272% 10/15/20 (f)(l)

160

120

Class MSTR, 0.972% 10/15/20 (f)(l)

300

60

Class NHRO, 1.162% 10/15/20 (f)(l)

641

90

Class NSTR, 1.122% 10/15/20 (f)(l)

276

39

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Morgan Stanley Capital I Trust: - continued

sequential payer:

Series 2003-IQ5 Class X2, 0.8727% 4/15/38 (f)(l)(n)

$ 4,224

$ 35

Series 2005-IQ9 Class A3, 4.54% 7/15/56

2,037

2,110

Series 2007-HQ11:

Class A1, 5.246% 2/12/44

238

243

Class A31, 5.439% 2/12/44 (l)

10,884

11,461

Series 2007-IQ13 Class A1, 5.05% 3/15/44

244

248

Series 2007-IQ14 Class A1, 5.38% 4/15/49

241

247

Series 2007-IQ15 Class A4, 5.8798% 6/11/49 (l)

6,250

6,591

Series 2007-T25:

Class A1, 5.391% 11/12/49

150

154

Class A2, 5.507% 11/12/49

1,349

1,473

Series 2007-T27 Class A4, 5.6487% 6/11/42 (l)

5,025

5,527

Series 2003-IQ6 Class X2, 0.5807% 12/15/41 (f)(l)(n)

8,877

65

Series 2005-IQ9 Class X2, 1.0854% 7/15/56 (f)(l)(n)

15,267

217

Series 2006-HQ10 Class X2, 0.4996% 11/12/41 (f)(l)(n)

5,821

63

Series 2006-HQ8 Class A3, 5.4379% 3/12/44 (l)

2,128

2,182

Series 2006-HQ9 Class B, 5.832% 7/12/44 (l)

2,036

1,507

Series 2006-IQ11 Class A4, 5.7685% 10/15/42 (l)

412

458

Series 2006-IQ12 Class B, 5.468% 12/15/43

1,372

343

Series 2006-T23 Class A3, 5.8072% 8/12/41 (l)

700

755

Series 2007-HQ11 Class B, 5.538% 2/20/44 (l)

2,488

896

Series 2007-HQ12 Class A4, 5.6333% 4/12/49 (l)

7,259

7,403

Series 2007-IQ14:

Class A4, 5.692% 4/15/49 (l)

2,058

2,089

Class AAB, 5.654% 4/15/49

3,010

3,218

Class B, 5.7249% 4/15/49 (l)

337

81

Series 2007-XLC1:

Class C, 0.872% 7/17/17 (f)(l)

2,423

61

Class D, 0.972% 7/17/17 (f)(l)

1,140

29

Class E, 1.072% 7/17/17 (f)(l)

927

23

Morgan Stanley Dean Witter Capital I Trust sequential payer Series 2001-PPM Class A2, 6.4% 2/15/31

14

14

Structured Asset Securities Corp. Series 1997-LLI Class D, 7.15% 10/12/34

154

160

TrizecHahn Office Properties Trust Series 2001-TZHA Class C4, 6.893% 5/15/16 (f)

1,166

1,189

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Wachovia Bank Commercial Mortgage Trust:

floater:

Series 2005-WL5A Class K, 1.4759% 1/15/18 (f)(l)

$ 1,013

$ 1,007

Series 2006-WL7A:

Class E, 0.5519% 9/15/21 (f)(l)

1,377

817

Class F, 0.6119% 8/11/18 (f)(l)

1,490

622

Class G, 0.6319% 8/11/18 (f)(l)

1,411

573

Class J, 0.8719% 8/11/18 (f)(l)

314

80

Series 2007-WHL8:

Class AP1, 0.9759% 6/15/20 (f)(l)

105

58

Class AP2, 1.0759% 6/15/20 (f)(l)

175

87

Class F, 0.7559% 6/15/20 (f)(l)

3,396

849

Class LXR1, 0.9759% 6/15/20 (f)(l)

169

101

Class LXR2, 1.0759% 6/15/20 (f)(l)

2,315

1,157

sequential payer:

Series 2003-C6 Class A2, 4.498% 8/15/35

80

80

Series 2003-C7 Class A1, 4.241% 10/15/35 (f)

2,307

2,326

Series 2006-C27 Class A2, 5.624% 7/15/45

1,226

1,257

Series 2006-C28 Class A4, 5.572% 10/15/48

6,800

7,083

Series 2006-C29:

Class A1, 5.11% 11/15/48

361

366

Class A3, 5.313% 11/15/48

3,644

3,880

Series 2007-C30:

Class A1, 5.031% 12/15/43

94

95

Class A3, 5.246% 12/15/43

1,178

1,189

Class A4, 5.305% 12/15/43

403

402

Class A5, 5.342% 12/15/43

1,468

1,430

Series 2007-C31:

Class A1, 5.14% 4/15/47

44

44

Class A4, 5.509% 4/15/47

3,101

3,067

Series 2007-C32:

Class A2, 5.735% 6/15/49 (l)

1,646

1,713

Class A3, 5.74% 6/15/49 (l)

19,610

19,533

Series 2003-C6 Class G, 5.125% 8/15/35 (f)(l)

652

615

Series 2003-C8 Class XP, 0.1813% 11/15/35 (f)(l)(n)

2,168

2

Series 2003-C9 Class XP, 0.4499% 12/15/35 (f)(l)(n)

3,035

4

Series 2004-C15:

Class 180A, 5.5782% 10/15/41 (f)(l)

1,055

981

Class 180B, 5.3979% 10/15/41 (f)(l)

480

432

Series 2005-C19 Class B, 4.892% 5/15/44

1,372

1,122

Series 2005-C22:

Class B, 5.3598% 12/15/44 (l)

3,042

2,090

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Wachovia Bank Commercial Mortgage Trust: - continued

Series 2005-C22:

Class F, 5.3598% 12/15/44 (f)(l)

$ 2,288

$ 914

Series 2006-C29 Class E, 5.516% 11/15/48 (l)

1,372

425

Series 2007-C30:

Class C, 5.483% 12/15/43 (l)

4,116

683

Class D, 5.513% 12/15/43 (l)

2,195

188

Class XP, 0.4367% 12/15/43 (f)(l)(n)

15,802

216

Series 2007-C31 Class C, 5.6935% 4/15/47 (l)

5,657

1,199

Series 2007-C31A Class A2, 5.421% 4/15/47

1,580

1,636

Series 2007-C32:

Class D, 5.74% 6/15/49 (l)

1,031

206

Class E, 5.74% 6/15/49 (l)

1,625

278

Wachovia Bank Commercial Mortgage Trust pass-thru certificates:

sequential payer Series 2007-C33 Class A5, 5.902% 2/15/51 (l)

908

920

Series 2007-C33 Class B, 5.902% 2/15/51 (l)

2,307

753

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $434,582)

516,544

Municipal Securities - 0.3%

 

California Gen. Oblig.:

7.5% 4/1/34

7,885

8,852

7.55% 4/1/39

11,566

13,138

TOTAL MUNICIPAL SECURITIES

(Cost $19,663)

21,990

Foreign Government and Government Agency Obligations - 0.0%

 

Brazilian Federative Republic 4.875% 1/22/21
(Cost $2,803)

2,730

2,928

Supranational Obligations - 0.0%

 

Corporacion Andina de Fomento 5.2% 5/21/13
(Cost $514)

516

554

Fixed-Income Funds - 13.5%

Shares

Value (000s)

Fidelity Mortgage Backed Securities Central Fund (m)

8,344,198

$ 885,153

Fidelity Specialized High Income Central Fund (m)

1,466,289

143,843

TOTAL FIXED-INCOME FUNDS

(Cost $979,321)

1,028,996

Preferred Securities - 0.0%

Principal Amount (000s)

 

FINANCIALS - 0.0%

Diversified Financial Services - 0.0%

MUFG Capital Finance 1 Ltd. 6.346% (l)

(Cost $3,523)

$ 3,474

3,486

Cash Equivalents - 9.3%

Maturity Amount (000s)

 

Investments in repurchase agreements in a joint trading account at 0.25%, dated 8/31/10 due 9/1/10:

(Collateralized by U.S. Government Obligations) #

$ 610,538

610,534

(Collateralized by U.S. Government Obligations) # (b)

102,126

102,125

TOTAL CASH EQUIVALENTS

(Cost $712,659)

712,659

TOTAL INVESTMENT PORTFOLIO - 109.3%

(Cost $7,932,254)

8,357,961

NET OTHER ASSETS (LIABILITIES) - (9.3)%

(709,714)

NET ASSETS - 100%

$ 7,648,247

Swap Agreements

 

Expiration Date

Notional Amount (000s)

Value (000s)

Credit Default Swaps

Receive monthly a fixed rate of .15% multiplied by the notional amount and pay to Credit Suisse First Boston upon each credit event of one of the issues of ABX AA 07-01 Index, par value of the proportional notional amount (Rating-C) (Upfront Payment $2,116,000) (k)

Sept. 2037

$ 7,019

$ (6,582)

Receive monthly a fixed rate of .15% multiplied by the notional amount and pay to Credit Suisse First Boston upon each credit event of one of the issues of ABX AA 07-01 Index, par value of the proportional notional amount (Rating-C) (Upfront Payment $5,250,000) (k)

Sept. 2037

19,074

(17,884)

Receive monthly a fixed rate of .15% multiplied by the notional amount and pay to JPMorgan Chase, Inc. upon each credit event of one of the issues of ABX AA 07-01 Index, par value of the proportional notional amount (Rating-C) (Upfront Payment $1,302,000) (k)

Sept. 2037

4,272

(4,006)

Receive monthly a fixed rate of .15% multiplied by the notional amount and pay to JPMorgan Chase, Inc. upon each credit event of one of the issues of ABX AA 07-01 Index, par value of the proportional notional amount (Rating-C) (Upfront Payment $4,231,000) (k)

Sept. 2037

14,267

(13,378)

Receive monthly a fixed rate of .15% multiplied by the notional amount and pay to Morgan Stanley, Inc. upon each credit event of one of the issues of ABX AA 07-01 Index, par value of the proportional notional amount (Rating-C) (Upfront Payment $2,754,000) (k)

Sept. 2037

7,782

(7,297)

Receive monthly a fixed rate of .15% multiplied by the notional amount and pay to UBS upon each credit event of one of the issues of ABX AA 07-1 Index, par value of the proportional notional amount (Rating-C) (Upfront Payment $3,716,000) (k)

Sept. 2037

12,741

(11,947)

Receive monthly notional amount multiplied by .82% and pay UBS upon credit event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC6 Class M3, 5.6413% 7/25/34 (j)

August 2034

609

(359)

Swap Agreements - continued

 

Expiration Date

Notional Amount (000s)

Value (000s)

Credit Default Swaps - continued

Receive monthly notional amount multiplied by .85% and pay UBS upon credit event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC8 Class M6, 5.4413% 9/25/34 (j)

Oct. 2034

$ 590

$ (314)

Receive monthly notional amount multiplied by 2.54% and pay Merrill Lynch upon credit event of Countrywide Home Loans, Inc., par value of the notional amount of Countrywide Home Loans, Inc. Series 2003-BC1 Class B1, 7.6913% 3/25/32 (Rating-Ba1) (j)

April 2032

186

(109)

Receive monthly notional amount multiplied by 2.61% and pay Goldman Sachs upon credit event of Fremont Home Loan Trust, par value of the notional amount of Fremont Home Loan Trust Series 2004-A Class B3, 7.0413% 1/25/34 (Rating-C) (j)

Feb. 2034

4

(3)

Receive monthly notional amount multiplied by 3.05% and pay Merrill Lynch upon credit event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC8, Class B3, 7.2913% 9/25/34 (Rating-B1) (j)

Oct. 2034

779

(430)

Receive monthly notional amount multiplied by 3.35% and pay Morgan Stanley, Inc. upon credit event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-HE7, Class B3, 9.01% 8/25/34 (Rating-C) (j)

Sept. 2034

591

(472)

Swap Agreements - continued

 

Expiration Date

Notional Amount (000s)

Value (000s)

Credit Default Swaps - continued

Receive quarterly notional amount multiplied by .35% and pay Goldman Sachs upon credit event of Southern California Edison Co., par value of the notional amount of Southern California Edison Co. 7.625% 1/15/10 (j)

Sept. 2010

$ 11,200

$ 6

Receive quarterly notional amount multiplied by 4% and pay Morgan Stanley, Inc. upon credit event of Developers Diversified Realty Corp., par value of the notional amount of Developers Diversified Realty Corp. 5.375% 10/15/12 (Rating-Baa3) (j)

March 2013

13,500

373

TOTAL CREDIT DEFAULT SWAPS

$ 92,614

$ (62,402)

Interest Rate Swaps

Receive quarterly a floating rate based on 3-month LIBOR and pay semi-annually a fixed rate equal to 3.2638% with Credit Suisse First Boston

August 2040

70,000

(1,617)

Receive semi-annually a fixed rate equal to 1.165% and pay quarterly a floating rate based on 3-month LIBOR with JPMorgan Chase, Inc.

July 2013

210,000

1,559

Receive semi-annually a fixed rate equal to 2.76% and pay quarterly a floating rate based on 3-month LIBOR with Credit Suisse First Boston

Sept. 2014

60,000

4,221

TOTAL INTEREST RATE SWAPS

$ 340,000

$ 4,163

 

$ 432,614

$ (58,239)

Legend

(a) Non-income producing

(b) Includes investment made with cash collateral received from securities on loan.

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

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

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

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $498,473,000 or 6.5% of net assets.

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

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

(i) Security or a portion of the security has been segregated as collateral for open swap agreements. At the period end, the value of securities pledged amounted to $60,617,000.

(j) Represents a credit default swap contract in which the Fund has sold protection on the underlying reference entity. The value of each credit default swap and the credit rating can be measures of the current payment/performance risk. For the underlying reference entity, ratings disclosed are from Moody's Investors Service, Inc. Where Moody's ratings are not available, S&P ratings are disclosed and are indicated as such. All ratings are as of the report date and do not reflect subsequent changes. Where a credit rating is not disclosed, the value is used as the measure of the payment/performance risk.

(k) Represents a credit default swap based on a tradable index of home equity asset-backed debt securities. The value of each credit default swap and the credit rating can be measures of the current payment/ performance risk. In addition, the swap represents a contract in which the Fund has sold protection on the index of underlying securities. Ratings represent a weighted average of the ratings of all securities included in the index. Ratings used in the weighted average are from Moody's Investors Service, Inc., or S&P where Moody's ratings are not available. All ratings are as of the report date and do not reflect subsequent changes.

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

(m) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited schedule of portfolio holdings for each Fidelity Central Fund is filed with the SEC for the first and third quarters of each fiscal year on Form N-Q and is available upon request or at the SEC's web site at www.sec.gov. An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro rata share of securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's web site or upon request.

(n) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool held as of the end of the period.

* Amount represents less than $1,000.

# Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty

Value
(Amount in thousands)

$610,534,000 due 9/01/10 at 0.25%

Banc of America Securities LLC

$ 47,533

Bank of America NA

71,347

Barclays Capital, Inc.

142,693

Goldman, Sachs & Co.

23,782

Merrill Lynch Government Securities, Inc.

42,808

Mizuho Securities USA, Inc.

190,258

Morgan Stanley & Co., Inc.

92,113

 

$ 610,534

$102,125,000 due 9/01/10 at 0.25%

Deutsche Bank Securities, Inc.

$ 102,125

Affiliated Central Funds

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

Fund

Income earned
(Amount in thousands)

Fidelity Mortgage Backed Securities Central Fund

$ 35,298

Fidelity Specialized High Income Central Fund

10,928

Total

$ 46,226

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

Fund
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Value, end of period

% ownership, end of period

Fidelity Corporate Bond 1-5 Year Central Fund

$ 135,341

$ -

$ 137,142 *

$ -

0.0%

Fidelity Mortgage Backed Securities Central Fund

897,601

35,298

85,040

885,153

12.6%

Fidelity Specialized High Income Central Fund

139,519

10,928

19,983

143,843

32.9%

Total

$ 1,172,461

$ 46,226

$ 242,165

$ 1,028,996

* Includes the value of shares redeemed through in-kind transactions. See Note 7 of the Notes to Financial Statements.

Other Information

The following is a summary of the inputs used, as of August 31, 2010, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Corporate Bonds

$ 1,609,792

$ -

$ 1,609,792

$ -

U.S. Government and Government Agency Obligations

3,102,182

-

3,102,182

-

U.S. Government Agency - Mortgage Securities

1,103,606

-

1,103,606

-

Asset-Backed Securities

155,609

-

132,740

22,869

Collateralized Mortgage Obligations

99,615

-

92,276

7,339

Commercial Mortgage Securities

516,544

-

478,494

38,050

Municipal Securities

21,990

-

21,990

-

Foreign Government and Government Agency Obligations

2,928

-

2,928

-

Supranational Obligations

554

-

554

-

Fixed-Income Funds

1,028,996

1,028,996

-

-

Preferred Securities

3,486

-

3,486

-

Cash Equivalents

712,659

-

712,659

-

Total Investments in Securities:

$ 8,357,961

$ 1,028,996

$ 7,260,707

$ 68,258

Derivative Instruments:

Assets

Swap Agreements

$ 6,159

$ -

$ 6,159

$ -

Liabilities

Swap Agreements

$ (64,398)

$ -

$ (62,711)

$ (1,687)

Total Derivative Instruments:

$ (58,239)

$ -

$ (56,552)

$ (1,687)

Other Financial Instruments:

Forward Commitments

$ 400

$ -

$ 400

$ -

The following is a reconciliation of Investments in Securities and Derivative Instruments for which Level 3 inputs were used in determining value:

(Amounts in thousands)

 

Investments in Securities:

Beginning Balance

$ 78,183

Total Realized Gain (Loss)

5,106

Total Unrealized Gain (Loss)

11,129

Cost of Purchases

254

Proceeds of Sales

(20,619)

Amortization/Accretion

1,433

Transfers in to Level 3

25,900

Transfers out of Level 3

(33,128)

Ending Balance

$ 68,258

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at August 31, 2010

$ 11,878

Derivative Instruments:

Swap Agreements

Beginning Balance

$ (1,633)

Total Unrealized Gain (Loss)

1,028

Transfers in to Level 3

(1,082)

Transfers out of Level 3

-

Ending Balance

$ (1,687)

Realized gain (loss) on Swap Agreements for the period

$ (32)

The change in unrealized gain (loss) for the period attributable to Level 3 Swap Agreements held at August 31, 2010

$ 1,022

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities and Derivative Instruments identified as using Level 3 inputs at either the beginning or the end of the current fiscal period, and includes the value of securities received through affiliated in-kind transactions. See Note 7 of the Notes to Financial Statements. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by risk exposure as of August 31, 2010. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Risk Exposure /
Derivative Type

Value
(Amounts in thousands)

 

Asset

Liability

Credit Risk

Swap Agreements (a)

$ 379

$ (62,781)

Interest Rate Risk

Swap Agreements (a)

5,780

(1,617)

Total Value of Derivatives

$ 6,159

$ (64,398)

(a) Value is disclosed on the Statement of Assets and Liabilities in the Unrealized Appreciation and Unrealized Depreciation on Swap Agreements line-items.

Income Tax Information

At August 31, 2010, the Fund had a capital loss carryforward of approximately $488,600,000 of which $1,000, $107,986,000, $17,287,000, $179,146,000 and $184,180,000 will expire on August 31, 2013, 2014, 2016, 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

August 31, 2010

Assets

Investment in securities, at value (including securities loaned of $100,125 and repurchase agreements of $712,659) - See accompanying schedule:

Unaffiliated issuers (cost $6,952,933)

$ 7,328,965

 

Fidelity Central Funds (cost $979,321)

1,028,996

 

Total Investments (cost $7,932,254)

 

$ 8,357,961

Commitment to sell securities on a delayed delivery basis

(130,729)

Receivable for securities sold on a delayed delivery basis

131,129

400

Receivable for investments sold
Regular delivery

 

39,901

Delayed delivery

 

7,357

Receivable for swap agreements

13

Receivable for fund shares sold

12,773

Interest receivable

46,875

Distributions receivable from Fidelity Central Funds

3,588

Unrealized appreciation on swap agreements

6,159

Other receivables

107

Total assets

8,475,134

Liabilities

Payable for investments purchased
Regular delivery

$ 20,544

Delayed delivery

625,483

Payable for swap agreements

920

Payable for fund shares redeemed

9,239

Distributions payable

1,147

Unrealized depreciation on swap agreements

64,398

Accrued management fee

1,990

Distribution and service plan fees payable

83

Other affiliated payables

851

Other payables and accrued expenses

107

Collateral on securities loaned, at value

102,125

Total liabilities

826,887

 

 

 

Net Assets

$ 7,648,247

Net Assets consist of:

 

Paid in capital

$ 7,895,852

Undistributed net investment income

15,919

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

(639,218)

Net unrealized appreciation (depreciation) on investments

375,694

Net Assets

$ 7,648,247

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

Annual Report

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

August 31, 2010

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($172,910 ÷ 23,147 shares)

$ 7.47

 

 

 

Maximum offering price per share (100/96.00 of $7.47)

$ 7.78

Class T:
Net Asset Value
and redemption price per share ($52,861 ÷ 7,073 shares)

$ 7.47

 

 

 

Maximum offering price per share (100/96.00 of $7.47)

$ 7.78

Class B:
Net Asset Value
and offering price per share ($11,900 ÷ 1,591 shares)A

$ 7.48

 

 

 

Class C:
Net Asset Value
and offering price per share ($35,014 ÷ 4,681 shares)A

$ 7.48

 

 

 

 

 

 

Investment Grade Bond:
Net Asset Value
, offering price and redemption price per share ($7,345,097 ÷ 982,629 shares)

$ 7.47

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($30,465 ÷ 4,072 shares)

$ 7.48

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

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

Annual Report

Financial Statements - continued

Statement of Operations

 Amounts in thousands

Year ended August 31, 2010

 

  

  

Investment Income

  

  

Dividends

 

$ 246

Interest

 

247,254

Income from Fidelity Central Funds

 

46,226

Total income

 

293,726

 

 

 

Expenses

Management fee

$ 21,542

Transfer agent fees

7,011

Distribution and service plan fees

899

Fund wide operations fee

2,256

Independent trustees' compensation

25

Miscellaneous

27

Total expenses before reductions

31,760

Expense reductions

(1)

31,759

Net investment income

261,967

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

170,038

Fidelity Central Funds

7,374

 

Swap agreements

(2,079)

 

Total net realized gain (loss)

 

175,333

Change in net unrealized appreciation (depreciation) on:

Investment securities

334,599

Swap agreements

21,448

Delayed delivery commitments

3,655

 

Total change in net unrealized appreciation (depreciation)

 

359,702

Net gain (loss)

535,035

Net increase (decrease) in net assets resulting from operations

$ 797,002

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
August 31,
2010

Year ended
August 31,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 261,967

$ 379,232

Net realized gain (loss)

175,333

(986,405)

Change in net unrealized appreciation (depreciation)

359,702

715,000

Net increase (decrease) in net assets resulting
from operations

797,002

107,827

Distributions to shareholders from net investment income

(247,482)

(394,409)

Share transactions - net increase (decrease)

891,216

(3,508,737)

Total increase (decrease) in net assets

1,440,736

(3,795,319)

 

 

 

Net Assets

Beginning of period

6,207,511

10,002,830

End of period (including undistributed net investment income of $15,919 and undistributed net investment income of $11,786, respectively)

$ 7,648,247

$ 6,207,511

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

Annual Report

Financial Highlights - Class A

Years ended August 31,

2010

2009

2008

2007

2006L

2006K

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 6.89

$ 6.89

$ 7.18

$ 7.35

$ 7.24

$ 7.50

Income from Investment Operations

 

 

 

 

 

 

Net investment incomeE

  .254

  .303

  .331

  .353

  .118

  .298

Net realized and unrealized gain (loss)

  .566

  .007H

  (.303)

  (.161)

  .092

  (.206)

Total from investment operations

  .820

  .310

  .028

  .192

  .210

  .092

Distributions from net investment income

  (.240)

  (.310)

  (.311)

  (.352)

  (.100)

  (.282)

Distributions from net realized gain

  -

  -

  (.007)

  (.010)

  -

  (.070)

Total distributions

  (.240)

  (.310)

  (.318)

  (.362)

  (.100)

  (.352)

Net asset value, end of period

$ 7.47

$ 6.89

$ 6.89

$ 7.18

$ 7.35

$ 7.24

Total ReturnB,C,D

  12.10%

  4.89%

  .36%

  2.61%

  2.92%

  1.23%

Ratios to Average Net AssetsF,I

 

 

 

 

 

Expenses before reductions

  .77%

  .79%

  .80%

  .75%

  .71%A

  .71%

Expenses net of fee
waivers, if any

  .77%

  .79%

  .80%

  .75%

  .71%A

  .71%

Expenses net of all
reductions

  .77%

  .79%

  .80%

  .74%

  .71%A

  .71%

Net investment income

  3.55%

  4.67%

  4.67%

  4.83%

  4.86%A

  4.04%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 173

$ 145

$ 79

$ 79

$ 46

$ 37

Portfolio turnover rateG

  174%M

  119%J,M

  231%

  181%M

  206%A,J

  145%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

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

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

K For the period ended April 30.

L For the four month period ended August 31. The Fund changed its fiscal year end from April 30 to August 31, effective August 31, 2006.

M The portfolio turnover rate excludes liquidations and/or redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Class T

Years ended August 31,

2010

2009

2008

2007

2006L

2006K

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 6.90

$ 6.89

$ 7.18

$ 7.35

$ 7.24

$ 7.51

Income from Investment Operations

 

 

 

 

 

 

Net investment incomeE

  .252

  .302

  .332

  .350

  .116

  .290

Net realized and unrealized gain (loss)

  .555

  .016H

  (.303)

  (.163)

  .091

  (.216)

Total from investment operations

  .807

  .318

  .029

  .187

  .207

  .074

Distributions from net investment income

  (.237)

  (.308)

  (.312)

  (.347)

  (.097)

  (.274)

Distributions from net realized gain

  -

  -

  (.007)

  (.010)

  -

  (.070)

Total distributions

  (.237)

  (.308)

  (.319)

  (.357)

  (.097)

  (.344)

Net asset value, end of period

$ 7.47

$ 6.90

$ 6.89

$ 7.18

$ 7.35

$ 7.24

Total ReturnB,C,D

  11.90%

  5.02%

  .36%

  2.54%

  2.89%

  .98%

Ratios to Average Net AssetsF,I

 

 

 

 

 

Expenses before reductions

  .80%

  .82%

  .80%

  .80%

  .82%A

  .83%

Expenses net of fee
waivers, if any

  .80%

  .82%

  .80%

  .80%

  .82%A

  .83%

Expenses net of all
reductions

  .80%

  .82%

  .79%

  .79%

  .81%A

  .83%

Net investment income

  3.51%

  4.65%

  4.67%

  4.77%

  4.76%A

  3.92%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 53

$ 46

$ 53

$ 68

$ 59

$ 57

Portfolio turnover rateG

  174%M

  119%J,M

  231%

  181%M

  206%A,J

  145%

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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

H The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

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

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

K For the period ended April 30.

L For the four month period ended August 31. The Fund changed its fiscal year end from April 30 to August 31, effective August 31, 2006.

M The portfolio turnover rate excludes liquidations and/or redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Class B

Years ended August 31,

2010

2009

2008

2007

2006L

2006K

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 6.90

$ 6.89

$ 7.19

$ 7.36

$ 7.24

$ 7.51

Income from Investment Operations

 

 

 

 

 

 

Net investment incomeE

  .201

  .257

  .281

  .299

  .099

  .239

Net realized and unrealized gain (loss)

  .566

  .016H

  (.313)

  (.164)

  .102

  (.216)

Total from investment operations

  .767

  .273

  (.032)

  .135

  .201

  .023

Distributions from net investment income

  (.187)

  (.263)

  (.261)

  (.295)

  (.081)

  (.223)

Distributions from net realized gain

  -

  -

  (.007)

  (.010)

  -

  (.070)

Total distributions

  (.187)

  (.263)

  (.268)

  (.305)

  (.081)

  (.293)

Net asset value, end of period

$ 7.48

$ 6.90

$ 6.89

$ 7.19

$ 7.36

$ 7.24

Total ReturnB,C,D

  11.26%

  4.29%

  (.49) %

  1.83%

  2.79%

  .28%

Ratios to Average Net AssetsF,I

 

 

 

 

 

Expenses before reductions

  1.51%

  1.51%

  1.50%

  1.50%

  1.50%A

  1.51%

Expenses net of fee
waivers, if any

  1.51%

  1.51%

  1.50%

  1.50%

  1.50%A

  1.51%

Expenses net of all
reductions

  1.51%

  1.51%

  1.50%

  1.50%

  1.50%A

  1.51%

Net investment income

  2.81%

  3.95%

  3.96%

  4.07%

  4.07%A

  3.24%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 12

$ 11

$ 9

$ 10

$ 9

$ 9

Portfolio turnover rateG

  174%M

  119%J,M

  231%

  181%M

  206%A,J

  145%

A Annualized

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

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

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

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

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

H The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

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

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

K For the period ended April 30.

L For the four month period ended August 31. The Fund changed its fiscal year end from April 30 to August 31, effective August 31, 2006.

M The portfolio turnover rate excludes liquidations and/or redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Class C

Years ended August 31,

2010

2009

2008

2007

2006L

2006K

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 6.90

$ 6.90

$ 7.19

$ 7.36

$ 7.24

$ 7.51

Income from Investment Operations

 

 

 

 

 

 

Net investment incomeE

  .200

  .255

  .278

  .294

  .097

  .233

Net realized and unrealized gain (loss)

  .566

  .005H

  (.304)

  (.163)

  .102

  (.216)

Total from investment operations

  .766

  .260

  (.026)

  .131

  .199

  .017

Distributions from net investment income

  (.186)

  (.260)

  (.257)

  (.291)

  (.079)

  (.217)

Distributions from net realized gain

  -

  -

  (.007)

  (.010)

  -

  (.070)

Total distributions

  (.186)

  (.260)

  (.264)

  (.301)

  (.079)

  (.287)

Net asset value, end of period

$ 7.48

$ 6.90

$ 6.90

$ 7.19

$ 7.36

$ 7.24

Total ReturnB,C,D

  11.24%

  4.09%

  (.40)%

  1.77%

  2.76%

  .20%

Ratios to Average Net AssetsF,I

 

 

 

 

 

Expenses before reductions

  1.52%

  1.55%

  1.55%

  1.55%

  1.58%A

  1.60%

Expenses net of fee
waivers, if any

  1.52%

  1.55%

  1.55%

  1.55%

  1.58%A

  1.60%

Expenses net of all
reductions

  1.52%

  1.55%

  1.55%

  1.55%

  1.58%A

  1.60%

Net investment income

  2.79%

  3.91%

  3.91%

  4.02%

  3.99%A

  3.15%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 35

$ 27

$ 14

$ 17

$ 10

$ 9

Portfolio turnover rateG

  174%M

  119%J,M

  231%

  181%M

  206%A,J

  145%

A Annualized

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

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

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

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

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

H The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

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

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

K For the period ended April 30.

L For the four month period ended August 31. The Fund changed its fiscal year end from April 30 to August 31, effective August 31, 2006.

M The portfolio turnover rate excludes liquidations and/or redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Investment Grade Bond

Years ended August 31,

2010

2009

2008

2007

2006K

2006J

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 6.90

$ 6.89

$ 7.19

$ 7.35

$ 7.24

$ 7.50

Income from Investment Operations

 

 

 

 

 

 

Net investment incomeD

  .277

  .326

  .356

  .376

  .124

  .317

Net realized and unrealized gain (loss)

  .556

  .015G

  (.313)

  (.153)

  .092

  (.206)

Total from investment operations

  .833

  .341

  .043

  .223

  .216

  .111

Distributions from net investment income

  (.263)

  (.331)

  (.336)

  (.373)

  (.106)

  (.301)

Distributions from net realized gain

  -

  -

  (.007)

  (.010)

  -

  (.070)

Total distributions

  (.263)

  (.331)

  (.343)

  (.383)

  (.106)

  (.371)

Net asset value, end of period

$ 7.47

$ 6.90

$ 6.89

$ 7.19

$ 7.35

$ 7.24

Total ReturnB,C

  12.29%

  5.39%

  .57%

  3.05%

  3.01%

  1.48%

Ratios to Average Net AssetsE,H

 

 

 

 

 

Expenses before reductions

  .45%

  .46%

  .45%

  .45%

  .45%A

  .46%

Expenses net of fee
waivers, if any

  .45%

  .46%

  .45%

  .45%

  .45%A

  .46%

Expenses net of all
reductions

  .45%

  .46%

  .44%

  .44%

  .45%A

  .46%

Net investment income

  3.86%

  5.00%

  5.02%

  5.13%

  5.12%A

  4.29%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period
(in millions)

$ 7,345

$ 5,951

$ 9,814

$ 11,739

$ 10,141

$ 8,018

Portfolio turnover rateF

  174%L

  119%I,L

  231%

  181%L

  206%A,I

  145%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

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

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

J For the period ended April 30.

K For the four month period ended August 31. The Fund changed its fiscal year end from April 30 to August 31, effective August 31, 2006.

L The portfolio turnover rate excludes liquidations and/or redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Institutional Class

Years ended August 31,

2010

2009

2008

2007

2006K

2006J

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 6.90

$ 6.90

$ 7.19

$ 7.36

$ 7.25

$ 7.51

Income from Investment Operations

 

 

 

 

 

 

Net investment incomeD

  .274

  .322

  .353

  .374

  .124

  .313

Net realized and unrealized gain (loss)

  .565

  .005G

  (.303)

  (.163)

  .091

  (.205)

Total from investment operations

  .839

  .327

  .050

  .211

  .215

  .108

Distributions from net investment income

  (.259)

  (.327)

  (.333)

  (.371)

  (.105)

  (.298)

Distributions from net realized gain

  -

  -

  (.007)

  (.010)

  -

  (.070)

Total distributions

  (.259)

  (.327)

  (.340)

  (.381)

  (.105)

  (.368)

Net asset value, end of period

$ 7.48

$ 6.90

$ 6.90

$ 7.19

$ 7.36

$ 7.25

Total ReturnB,C

  12.38%

  5.16%

  .66%

  2.88%

  2.99%

  1.44%

Ratios to Average Net AssetsE,H

 

 

 

 

 

Expenses before reductions

  .50%

  .53%

  .50%

  .48%

  .49%A

  .50%

Expenses net of fee
waivers, if any

  .50%

  .53%

  .50%

  .48%

  .49%A

  .50%

Expenses net of all
reductions

  .50%

  .53%

  .49%

  .47%

  .49%A

  .50%

Net investment income

  3.82%

  4.94%

  4.97%

  5.10%

  5.07%A

  4.25%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period
(in millions)

$ 30

$ 27

$ 34

$ 41

$ 29

$ 26

Portfolio turnover rate F

  174%L

  119%I,L

  231%

  181%L

  206%A,I

  145%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

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

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

J For the period ended April 30.

K For the four month period ended August 31. The Fund changed its fiscal year end from April 30 to August 31, effective August 31, 2006.

L The portfolio turnover rate excludes liquidations and/or redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Notes to Financial Statements

For the period ended August 31, 2010

(Amounts in thousands except ratios)

1. Organization.

Fidelity Investment Grade Bond Fund (the Fund) is a fund of Fidelity Fixed-Income Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Investment Grade Bond, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases by existing shareholders. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

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

Based on their investment objective, each Fidelity Central Fund may invest or participate in various investment vehicles or strategies that are similar to those of the Fund. These strategies are consistent with the investment objectives of the Fund and may involve certain economic risks which may cause a decline in value of each of the Fidelity Central Funds and thus a decline in the value of the Fund. The following summarizes the Fund's investment in each Fidelity Central Fund.

Annual Report

2. Investments in Fidelity Central Funds - continued

Fidelity
Central Fund

Investment
Manager

Investment
Objective

Investment
Practices

Fidelity Mortgage Backed Securities Central Fund

Fidelity Investment Money Management, Inc. (FIMM)

Seeks a high level of income by normally investing in investment-grade mortgage-related securities and repurchase agreements for those securities.

Delayed Delivery & When Issued Securities

Futures

Repurchase Agreements

Swap Agreements

Fidelity Specialized High Income Central Fund

FMR Co., Inc. (FMRC)

Seeks a high level of current income by normally investing in income-producing debt securities with an emphasis on lower-quality debt securities.

Repurchase Agreements

Restricted Securities

Loans & Direct Instruments

An unaudited holdings listing for each Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through each fund's investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds which contain the significant accounting policies (including security valuation policies) of those funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events, changes in interest rates and credit

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Security Valuation - continued

quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of August 31, 2010, for the Fund's investments, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, foreign government and government agency obligations, municipal securities, preferred securities, supranational obligations and U.S. government and government agency obligations, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. For asset backed securities, collateralized mortgage obligations, commercial mortgage securities, and U.S. government agency mortgage securities, pricing services utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and, accordingly, such securities are generally categorized as Level 2 in the hierarchy. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates fair value and are categorized as Level 2 in the hierarchy.

Swaps are marked-to-market daily based on valuations from independent pricing services or dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Pricing services utilize matrix pricing which considers comparisons to interest rate curves, credit spread curves, default possibilities and recovery rates and, as a result, swaps are generally categorized as Level 2 in the hierarchy.

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

When independent prices are unavailable or unreliable, debt securities and swaps may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted to the rate of inflation. Interest is accrued based on the principal value, which is adjusted for inflation. The adjustments to principal due to inflation are reflected as increases or decreases to interest income even though principal is not received until maturity. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability 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 amongst each fund in the Trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of August 31, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

Book-tax differences are primarily due to swap agreements, market discount, partnerships (including allocations from Fidelity Central Fund), deferred trustees compensation, financing transactions, capital loss carryforwards, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation

$ 355,175

Gross unrealized depreciation

(70,981)

Net unrealized appreciation (depreciation)

$ 284,194

 

 

Tax Cost

$ 8,073,767

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 6,705

Capital loss carryforward

$ (488,600)

Net unrealized appreciation (depreciation)

$ 233,100

The tax character of distributions paid was as follows:

 

August 31, 2010

August 31, 2009

Ordinary Income

$ 247,482

$ 394,409

4. Operating Policies.

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

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Operating Policies - continued

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

5. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund uses derivative instruments (derivatives), including swap agreements, in order to meet its investment objectives. The strategy is to use derivatives to increase returns, to gain exposure to certain types of assets and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives may increase or decrease its exposure to the following risks:

Credit Risk

Credit risk relates to the ability of the issuer to a financial instrument to make further principal or interest payments on an obligation or commitment that it has entered into with the Fund.

Interest Rate Risk

Interest rate risk relates to the fluctuations in the value of interest-bearing securities due to changes in the prevailing levels of market interest rates.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to sell the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain over-the-counter derivatives, the Fund attempts to reduce its exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association (ISDA) Master Agreement on a bilateral basis with each of its counterparties. The ISDA Master Agreement gives each counterparty the right to terminate all transactions traded under such agreement if there is a certain deterioration in the credit quality of the other party. The ISDA Master Agreement gives the Fund the right, upon an event of default by the applicable counterparty or a termination of the agreement, to close out all transactions traded under such agreement

Annual Report

5. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

and to net amounts owed under each transaction to one net payable by one party to the other. To mitigate counterparty credit risk, the Fund offsets certain payables and/or receivables with collateral. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with the Fund's custodian bank in accordance with the collateral agreements entered into between the Fund, the swap counterparty and the Fund's custodian bank and, if required, is identified in the Schedule of Investments. The Fund could experience delays and costs in gaining access to the collateral even though it is held by the Fund's custodian bank. The Fund's maximum risk of loss from counterparty credit risk is generally the aggregate unrealized appreciation and unpaid counterparty fees in excess of any collateral pledged by the counterparty to the Fund. Risk of loss may exceed the amounts recognized in the Statement of Assets and Liabilities.

Net Realized Gain (Loss) and Change in Net Unrealized Appreciation (Depreciation) on Derivatives. The table below, which reflects the impacts of derivatives on the financial performance of the Fund, summarizes the net realized gain (loss) and change in net unrealized appreciation (depreciation) for derivatives during the period.

Risk Exposure / Derivative Type

Net Realized Gain (Loss)

Change in Net
Unrealized
Appreciation
(Depreciation)

Credit Risk

 

 

Swap Agreements

$ (12,608)

$ 18,664

Interest Rate Risk

 

 

Swap Agreements

10,529

2,784

Totals (a)

$ (2,079)

$ 21,448

(a) A summary of the value of derivatives by risk exposure as of period end, if any, is included at the end of the Schedule of Investments and is representative of activity for the period.

Swap Agreements. A swap agreement (swap) is a contract between two parties to exchange future cash flows at periodic intervals based on a notional principal amount.

Details of swaps open at period end, if any, are included in the Schedule of Investments under the caption "Swap Agreements." Swaps are marked-to-market daily and changes in value are recorded as unrealized appreciation or (depreciation) and reflected in the Statement of Assets and Liabilities. Any upfront payments made or received upon entering a swap to compensate for differences between stated terms of the agreement and prevailing market conditions (e.g. credit spreads, interest rates or other factors) are recorded as realized gain or (loss) ratably over the term of the swap. Payments are exchanged at specified intervals, accrued daily commencing with the effective date of

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

5. Derivative Instruments - continued

Swap Agreements - continued

the contract and recorded as realized gain or (loss). Realized gain or (loss) is also recorded in the event of an early termination of a swap. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on swaps during the period is included in the Statement of Operations.

Risks of loss may include credit risk and interest rate risk. In addition, there is the risk of failure by the counterparty to perform under the terms of the agreement and lack of liquidity in the market.

Interest Rate Swaps. Interest rate swaps are agreements between counterparties to exchange cash flows, one based on a fixed rate, and the other on a floating rate. The Fund entered into interest rate swaps to manage its exposure to interest rate changes. Changes in interest rates can have an effect on both the value of bond holdings as well as the amount of interest income earned. In general, the value of bonds can fall when interest rates rise and can rise when interest rates fall.

Credit Default Swaps. Credit default swaps enable the Fund to buy or sell protection on a debt security or a basket of securities against a defined credit event. Under the terms of a credit default swap the buyer of protection (buyer) receives credit protection in exchange for making periodic payments to the seller of protection (seller) based on a fixed percentage applied to a notional principal amount. In return for these payments, the seller acts as a guarantor of the creditworthiness of a reference obligation. The Fund entered into credit default swaps as a seller to gain credit exposure to an issuer and/or as a buyer to provide a measure of protection against defaults of an issuer. The issuer may be either a single issuer or a "basket" of issuers. Periodic payments are made over the life of the contract provided that no credit event occurs.

For credit default swaps on most corporate and sovereign issuers, credit events include bankruptcy, failure to pay, obligation acceleration or repudiation/moratorium. For credit default swaps on corporate or sovereign issuers, the obligation that may be put to the seller is not limited to the specific reference obligation described in the Schedule of Investments. For credit default swaps on asset-backed securities, a credit event may be triggered by events such as failure to pay principal, maturity extension, rating downgrade or write-down. For credit default swaps on asset-backed securities, the reference obligation described represents the security that may be put to the seller.

As a seller, if an underlying credit event occurs, the Fund will either pay the buyer an amount equal to the notional amount of the swap and take delivery of the reference obligation or underlying securities comprising an index or pay a net settlement amount of cash equal to the notional amount of the swap less the recovery value of the reference obligation or underlying securities comprising an index.

Annual Report

5. Derivative Instruments - continued

Credit Default Swaps - continued

As a buyer, if an underlying credit event occurs, the Fund will either receive from the seller an amount equal to the notional amount of the swap and deliver the reference obligation or underlying securities comprising an index or receive a net settlement amount of cash equal to the notional amount of the swap less the recovery value of the reference obligation or underlying securities comprising an index.

Typically, the value of each credit default swap and credit rating disclosed for each reference obligation in the Schedule of Investments, where the Fund is the seller, can be used as measures of the current payment/performance risk of the swap. As the value of the swap changes as a positive or negative percentage of the total notional amount, the payment/performance risk may decrease or increase, respectively. Any current or future declines in the value of the swap may be partially offset by upfront payments received by the Fund as the seller, if applicable. In addition to these measures, FMR monitors a variety of factors including cash flow assumptions, market activity and market sentiment as part of its ongoing process of assessing payment/performance risk.

The notional amount of credit default swaps is included in the Schedule of Investments and approximates the maximum potential amount of future payments that the Fund could be required to make if the Fund is the sellers and a credit event were to occur. The total notional amount of all credit default swaps open at period end where the Fund is the sellers amounted to $92,614 representing 1.21% of net assets.

6. Purchases and Sales of Investments.

Purchases and sales of securities, including the Fixed-Income Central Funds, other than short-term securities, U.S. government securities and liquidations executed in-kind from Affiliated Central Funds, aggregated $845,147 and $1,573,168, respectively.

7. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .20% of the Fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .32% of the Fund's average net assets.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

7. Fees and Other Transactions with Affiliates - continued

Management Fee and Expense Contract - continued

In addition, under the expense contract, FMR pays all class-level expenses for Investment Grade Bond, so that the total expenses, except the compensation of the independent Trustees and certain other expenses such as interest expense, including commitment fees do not exceed .45% of the Class' average net assets. This agreement does not apply to any of the other classes and any change or modification that would increase expenses can only be made with shareholder approval.

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

 

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

$ 378

$ 5

Class T

0%

.25%

117

2

Class B

.65%

.25%

101

75

Class C

.75%

.25%

303

90

 

 

 

$ 899

$ 172

Sales Load. FDC receives a front-end sales charge of up to 4.00% for selling Class A shares and Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, .75% for certain purchases of Class A shares (.75% to .50% prior to July 12, 2010) and .25% for certain purchases of Class T shares.

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

 

Retained
by FDC

Class A

$ 20

Class T

3

Class B*

19

Class C*

8

 

$ 50

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

Annual Report

7. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of each respective class of the Fund, with the exception of Investment Grade Bond. FIIOC receives an asset-based fee of .10% of Investment Grade Bond's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, each class paid the following transfer agent fees:

 

Amount

% of
Average
Net Assets

Class A

$ 254

.17

Class T

93

.20

Class B

29

.26

Class C

53

.17

Investment Grade Bond

6,543

.10

Institutional Class

39

.15

 

$ 7,011

 

Fundwide Operations Fee. Pursuant to the Fundwide Operations and Expense Agreement (FWOE), FMR has agreed to provide for fund level expenses (which do not include transfer agent, Rule 12b-1 fees, compensation of the independent Trustees, interest (including commitment fees), taxes or extraordinary expenses, if any) in return for a FWOE fee equal to .35% less the total amount of the management fee. The FWOE paid by the Fund is reduced by an amount equal to the fees and expenses paid to the independent Trustees. For the period, the FWOE fee was equivalent to an annual rate of .03% of average net assets.

Other Affiliated Transactions. On September 25, 2009, the Fidelity Corporate Bond 1-5 Year Central Fund ("1-5 Year"), a Fidelity Central Fund in which the Fund was invested, was liquidated pursuant to a Plan of Liquidation and Dissolution approved by its Board. Under the plan, 1-5 Year distributed in-kind all of its net assets to its shareholders pro rata at its net asset value (NAV) per share as of the close of business on the liquidation date. As a result, the Fund received cash and securities, including accrued interest, of $137,142 in return for 1,323 shares of 1-5 Year. Because 1-5 Year was a partnership for federal income tax purposes, the liquidation generally was tax free to the Fund.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

8. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $26 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

9. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received 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. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of interest income. Net income from lending portfolio securities during the period amounted to $65.

10. Expense Reductions.

Through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $1.

Annual Report

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended August 31,

2010

2009

From net investment income

 

 

Class A

$ 5,063

$ 5,369

Class T

1,546

2,156

Class B

292

385

Class C

783

714

Investment Grade Bond

238,838

384,500

Institutional Class

960

1,285

Total

$ 247,482

$ 394,409

12. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended August 31,

2010

2009

2010

2009

Class A

 

 

 

 

Shares sold

9,628

12,007

$ 69,206

$ 77,884

Issued in exchange for shares of Capital One Total Return Bond Fund

-

5,452

-

33,750

Reinvestment of distributions

439

589

3,155

3,815

Shares redeemed

(7,903)

(8,595)

(56,412)

(56,322)

Net increase (decrease)

2,164

9,453

$ 15,949

$ 59,127

Class T

 

 

 

 

Shares sold

2,791

2,526

$ 20,026

$ 16,379

Reinvestment of distributions

197

317

1,416

2,049

Shares redeemed

(2,638)

(3,788)

(18,750)

(24,703)

Net increase (decrease)

350

(945)

$ 2,692

$ (6,275)

Class B

 

 

 

 

Shares sold

693

866

$ 4,986

$ 5,609

Reinvestment of distributions

31

46

222

299

Shares redeemed

(735)

(629)

(5,261)

(4,088)

Net increase (decrease)

(11)

283

$ (53)

$ 1,820

Class C

 

 

 

 

Shares sold

2,029

2,885

$ 14,572

$ 18,675

Reinvestment of distributions

82

82

591

536

Shares redeemed

(1,356)

(1,039)

(9,700)

(6,752)

Net increase (decrease)

755

1,928

$ 5,463

$ 12,459

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

12. Share Transactions - continued

 

Shares

Dollars

Years ended August 31,

2010

2009

2010

2009

Investment Grade Bond

 

 

 

 

Shares sold

332,220

391,488

$ 2,382,429

$ 2,540,236

Reinvestment of distributions

31,428

55,275

225,823

356,433

Shares redeemed

(243,762)

(1,008,022)

(1,742,304)

(6,466,380)

Net increase (decrease)

119,886

(561,259)

$ 865,948

$ (3,569,711)

Institutional Class

 

 

 

 

Shares sold

2,015

1,621

$ 14,647

$ 10,522

Reinvestment of distributions

111

166

796

1,078

Shares redeemed

(1,978)

(2,764)

(14,226)

(17,757)

Net increase (decrease)

148

(977)

$ 1,217

$ (6,157)

13. Other.

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

14. Credit Risk.

The Fund invests a portion of its assets in structured securities of issuers backed by residential mortgage loans, credit card receivables and automotive loans. The value and related income of these securities is sensitive to changes in economic conditions, including delinquencies and/or defaults.

15. Merger Information.

On November 21, 2008, the Fund acquired all of the assets and assumed all of the liabilities (other than any deferred, accrued or prepaid expenses) of Capital One Total Return Bond Fund pursuant to an agreement and plan of reorganization approved by the Board of Trustees on June 19, 2008. The acquisition was accomplished by an exchange of 5,452 shares of Class A of the Fund for 3,655 shares then outstanding (value at $9.23 per share) of Capital One Total Return Bond Fund. The reorganization qualified as a tax-free reorganization for federal income tax purposes with no gain or loss recognized to the funds or their shareholders. The Capital One Total Return Bond Fund's net assets were combined with the Fund's net assets of $8,459,080 for total net assets after the acquisition of $8,492,830.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Fixed-Income Trust and the Shareholders of Fidelity Investment Grade Bond 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 Investment Grade Bond Fund (a fund of Fidelity Fixed-Income Trust) at August 31, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Investment Grade Bond Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 21, 2010

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, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 189 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. 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.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Kenneth L. Wolfe serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may invest in Fidelity funds that are overseen by such other Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations and Audit Committees. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Abigail P. Johnson (48)

 

Year of Election or Appointment: 2009

Ms. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

James C. Curvey (75)

 

Year of Election or Appointment: 2007

Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

* 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.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Albert R. Gamper, Jr. (68)

 

Year of Election or Appointment: 2006

Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). He also served as President and Chief Executive Officer of Tyco Capital Corporation (2001-2002). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System. Previously, Mr. Gamper served as Chairman of the Board of Governors, Rutgers University (2004-2007).

Robert F. Gartland (58)

 

Year of Election or Appointment: 2010

Mr. Gartland is a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-present) and is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).

Arthur E. Johnson (63)

 

Year of Election or Appointment: 2008

Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present) and AGL Resources, Inc. (holding company). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson and Ms. Abigail P. Johnson are not related.

Michael E. Kenneally (56)

 

Year of Election or Appointment: 2009

Previously, Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity Fixed Income and Asset Allocation Funds (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003-2005). Mr. Kenneally was a Director of the Credit Suisse Funds (U.S. mutual funds, 2004-2008) and certain other closed-end funds (2004-2005) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (69)

 

Year of Election or Appointment: 2007

Mr. Keyes serves as a member of the Boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, since 1998). Prior to his retirement, Mr. Keyes served as Chairman and Chief Executive Officer of Johnson Controls (automotive, building, and energy, 1998-2002) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (63)

 

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. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is an Honorary Trustee of the Brookings Institution and a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California and the Foundation Board of the School of Architecture at the University of Virginia (2007-present). Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).

Kenneth L. Wolfe (71)

 

Year of Election or Appointment: 2005

Mr. Wolfe is Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2008-present). Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Executive Officers:

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

Name, Age; Principal Occupation

John R. Hebble (52)

 

Year of Election or Appointment: 2008 

President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present), Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments.

Boyce I. Greer (54)

 

Year of Election or Appointment: 2005

Vice President of Fidelity's Fixed Income Funds and Asset Allocation Funds (2005). Mr. Greer is also a Trustee of other investment companies advised by FMR. Mr. Greer is President of The North Carolina Capital Management Trust: Cash and Term Portfolio (2003-present), the Asset Allocation Division (2008-present), President and a Director of Strategic Advisers, Inc. (2008-present), President of FIMM 130/30 LLC (2008-present), Director of Ballyrock Investment Advisors LLC (2006-present), and an Executive Vice President of FMR (2005-present). Previously, Mr. Greer served as Executive Vice President of FMR Co., Inc. (2005-2009), President and Director of Fidelity Investments Money Management, Inc. (2007-2009) and as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005).

Christopher P. Sullivan (56)

 

Year of Election or Appointment: 2009

Vice President of Fidelity's Bond Funds. Mr. Sullivan also serves as President of Fidelity's Bond Division (2009-present). Mr. Sullivan is Executive Vice President of Fidelity Investments Money Management, Inc. (2009-present), and a Director of Fidelity Management & Research (U.K.) Inc. (2010-present). Previously, Mr. Sullivan served as Managing Director, Co-Head of U.S. Fixed Income at Goldman Sachs Asset Management (2001-2009).

Christine J. Thompson (52)

 

Year of Election or Appointment: 2010

Vice President of Fidelity's Bond Funds. Ms. Thompson also serves as Chief Investment Officer of FMR's Bond Group (2010-present) and is an employee of Fidelity Investments. Previously, Ms. Thompson served as Director of Municipal Bond Portfolio Managers (2002-2010).

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

David J. Carter (37)

 

Year of Election or Appointment: 2010

Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Carter also serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2005-present).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (51)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Michael H. Whitaker (43)

 

Year of Election or Appointment: 2008

Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker also serves as Chief Compliance Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present). Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Jeffrey S. Christian (48)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Stephanie J. Dorsey (41)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Deberghes also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2009

Assistant Treasurer of the Fidelity Fixed Income and Asset Allocation Funds. Mr. Robins also serves as President and Treasurer of other Fidelity funds (2008-present; 2010-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Annual Report

Distributions (Unaudited)

A total of 16.66% 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 designates $155,721,078 of distributions paid during the period January 1, 2010, to August 31, 2010 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Research & Analysis Company

Fidelity Investments Money
Management, Inc.

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

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank

New York, NY

AIGBI-UANN-1010
1.784724.108

fid166

Fidelity®
Series Investment Grade Bond
Fund

Fidelity Series Investment Grade Bond Fund

Class F

Annual Report

August 31, 2010

(2_fidelity_logos) (Registered_Trademark)

Contents

Performance

<Click Here>

How the fund has done over time.

Management's Discussion of Fund Performance

<Click Here>

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the Financial Statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 for Fidelity Series Investment Grade Bond Fund or 1-800-835-5092 for Class F to request a free copy of the proxy voting guidelines.

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

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended August 31, 2010

Past 1
year

Life of
fund
A

  Fidelity Series Investment Grade Bond Fund

10.90%

14.49%

A From October 8, 2008.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Series Investment Grade Bond Fund, a class of the fund, on October 8, 2008, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Barclays Capital U.S. Aggregate Bond Index performed over the same period.

fid467

Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. taxable bonds generated strong results during the 12-month period ending August 31, 2010, as evidenced by the 9.18% advance of the Barclays Capital U.S. Aggregate Bond Index, a broad measure of the domestic investment-grade debt universe. Riskier segments of the market fared best overall, led by corporate bonds and asset-backed securities (ABS). These sectors were big beneficiaries of robust demand from investors seeking attractively priced, higher-yielding investments amid signs of economic stabilization during much of the period. The Barclays Capital U.S. Credit Bond Index rose 12.87% and the Barclays Capital U.S. Fixed-Rate ABS Index returned 10.53%. The Barclays Capital U.S. Treasury Bond Index advanced 8.13%, with most of the gain coming in the second half of the period. That's when investors began to return to the relative safety of U.S. government bonds, as the economic outlook became less certain and worries about inflation receded. Elsewhere, mortgage-backed securities (MBS), bolstered largely by government purchase programs, increased 6.97%, as measured by the Barclays Capital U.S. MBS Index. Government-backed agency securities lagged the broader MBS market, with the Barclays Capital U.S. Agency Bond Index gaining 5.82%. Agency securities initially were constrained by investors' diminished appetite for bonds with lower perceived credit risk, but later were helped by the Federal Reserve's purchases of agency debt.

Comments from Ford O'Neil, Lead Portfolio Manager of Fidelity® Series Investment Grade Bond Fund: For the year, the fund's Series Investment Grade Bond and Class F shares gained 10.90% and 11.00%, respectively, outpacing the Barclays Capital U.S. Aggregate Bond Index. Strong overall security selection and favorable sector allocation fueled the fund's outperformance. Overweighting riskier bond classes, such as corporate bonds, commercial mortgage-backed securities, ABS and non-index commercial mortgage obligations, paid off. These sectors were driven by strong demand from investors seeking higher yields amid signs the economy and credit markets were stabilizing. The fund's positioning within corporates was especially beneficial, with holdings in financials, industrials and utilities all posting healthy double-digit returns. Timely moves in the Treasury sector worked to our advantage, as did an out-of-index stake in Treasury Inflation-Protected Securities (TIPS). I reduced the fund's weighting in corporates during the period, based on valuations, and redeployed most of the proceeds into Treasuries. Underweighting the lagging mortgage-backed sector also aided results, as did good security selection in this area.

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

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2010 to August 31, 2010).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report

Shareholder Expense Example - continued

 

Annualized Expense Ratio

Beginning
Account Value
March 1, 2010

Ending
Account Value
August 31, 2010

Expenses Paid
During Period
*
March 1, 2010
to August 31, 2010

Series Investment Grade Bond

.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,059.40

$ 2.34

HypotheticalA

 

$ 1,000.00

$ 1,022.94

$ 2.29

Class F

.35%

 

 

 

Actual

 

$ 1,000.00

$ 1,059.90

$ 1.82

HypotheticalA

 

$ 1,000.00

$ 1,023.44

$ 1.79

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

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

Quality Diversification (% of fund's net assets)

As of August 31, 2010

As of February 28, 2010

fid110

U.S. Government and
U.S. Government
Agency Obligations †† 72.5%

 

fid110

U.S. Government and
U.S. Government
Agency Obligations †† 63.7%

 

fid112

AAA 6.9%

 

fid112

AAA 8.7%

 

fid114

AA 3.3%

 

fid114

AA 3.7%

 

fid116

A 8.2%

 

fid116

A 9.1%

 

fid118

BBB 12.7%

 

fid118

BBB 12.6%

 

fid120

BB and Below 3.3%

 

fid120

BB and Below 2.5%

 

fid481

Not Rated 0.2%

 

fid483

Not Rated 0.0%

 

fid129

Equities 0.1%

 

fid483

Equities 0.0%

 

fid483

Short-Term
Investments and
Net Other Assets (7.2)%

 

fid483

Short-Term
Investments and
Net Other Assets (0.3)%

 

fid489

We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the report date and do not reflect subsequent downgrades. Securities rated BB or below were rated investment grade at the time of acquisition.

Weighted Average Maturity as of August 31, 2010

 

 

6 months ago

Years

6.2

5.9

Weighted Average Maturity (WAM) is a weighted average of all the maturities of the securities held in a fund. The weighted average maturity is based on the dollar-weighted average length of time until principal payments are expected or until securities reach maturity, taking into account any maturity shortening feature such as a call, refunding or redemption provision if it is probable that the issuer of the instrument will take advantage of such features.

Duration as of August 31, 2010

 

 

6 months ago

Years

4.4

4.0

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

Asset Allocation (% of fund's net assets)

As of August 31, 2010 *

As of February 28, 2010 **

fid110

Corporate Bonds 24.4%

 

fid110

Corporate Bonds 25.7%

 

fid112

U.S. Government and
U.S. Government
Agency Obligations †† 72.5%

 

fid112

U.S. Government and
U.S. Government
Agency Obligations †† 63.7%

 

fid114

Asset-Backed
Securities 3.0%

 

fid114

Asset-Backed
Securities 3.4%

 

fid116

CMOs and
Other Mortgage
Related Securities 6.8%

 

fid116

CMOs and
Other Mortgage
Related Securities 7.2%

 

fid118

Municipal Bonds 0.3%

 

fid118

Municipal Bonds 0.2%

 

fid120

Other Investments 0.2%

 

fid120

Other Investments 0.1%

 

fid483

Short-Term
Investments and
Net Other Assets (7.2)%

 

fid483

Short-Term
Investments and
Net Other Assets (0.3)%

 

fid505

* Foreign investments

3.0%

 

** Foreign investments

3.8%

 

* Futures and Swaps

1.8%

 

** Futures and Swaps

(0.1)%

 

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

†† Includes FDIC Guaranteed Corporate Securities.

A holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable.

Annual Report

Investments August 31, 2010

Showing Percentage of Net Assets

Nonconvertible Bonds - 20.8%

 

Principal Amount

Value

CONSUMER DISCRETIONARY - 2.1%

Auto Components - 0.0%

DaimlerChrysler NA Holding Corp.:

5.75% 9/8/11

$ 3,911,000

$ 4,093,022

5.875% 3/15/11

3,192,000

3,277,996

 

7,371,018

Diversified Consumer Services - 0.1%

Cornell University 5.45% 2/1/19

5,740,000

6,810,797

Trustees of Princeton Univ. 5.7% 3/1/39

8,900,000

10,801,752

 

17,612,549

Household Durables - 0.3%

Fortune Brands, Inc.:

3% 6/1/12

4,835,000

4,902,366

5.375% 1/15/16

7,085,000

7,722,813

5.875% 1/15/36

7,161,000

7,259,944

6.375% 6/15/14

21,845,000

24,730,309

 

44,615,432

Media - 1.6%

Comcast Cable Communications, Inc. 6.75% 1/30/11

357,000

365,667

Comcast Corp.:

4.95% 6/15/16

7,822,000

8,645,226

5.5% 3/15/11

267,000

273,692

5.7% 5/15/18

11,524,000

13,126,539

5.9% 3/15/16

3,813,000

4,405,247

6.4% 3/1/40

9,536,000

10,896,349

6.45% 3/15/37

4,665,000

5,318,907

6.55% 7/1/39

10,000,000

11,597,090

COX Communications, Inc. 4.625% 6/1/13

3,122,000

3,356,581

Discovery Communications LLC:

3.7% 6/1/15

10,669,000

11,223,479

6.35% 6/1/40

10,151,000

11,503,976

Liberty Media Corp. 8.25% 2/1/30

7,833,000

7,441,350

NBC Universal, Inc.:

3.65% 4/30/15 (d)

4,420,000

4,636,138

5.15% 4/30/20 (d)

18,753,000

20,200,769

6.4% 4/30/40 (d)

13,528,000

15,190,037

News America Holdings, Inc. 7.75% 12/1/45

2,466,000

3,215,040

News America, Inc.:

5.3% 12/15/14

612,000

690,496

6.15% 3/1/37

5,610,000

6,165,541

6.2% 12/15/34

7,989,000

8,766,809

Nonconvertible Bonds - continued

 

Principal Amount

Value

CONSUMER DISCRETIONARY - continued

Media - continued

Time Warner Cable, Inc.:

5.4% 7/2/12

$ 1,708,000

$ 1,832,593

5.85% 5/1/17

17,523,000

19,990,133

6.2% 7/1/13

1,624,000

1,829,353

6.75% 7/1/18

22,463,000

26,821,316

Time Warner, Inc.:

3.15% 7/15/15

12,000,000

12,335,100

5.875% 11/15/16

3,002,000

3,485,724

6.2% 3/15/40

15,555,000

17,147,739

6.5% 11/15/36

6,573,000

7,434,254

Viacom, Inc.:

6.125% 10/5/17

7,650,000

8,972,035

6.25% 4/30/16

6,675,000

7,782,336

6.75% 10/5/37

3,475,000

4,129,996

 

258,779,512

Multiline Retail - 0.1%

Target Corp. 3.875% 7/15/20

11,168,000

11,714,327

TOTAL CONSUMER DISCRETIONARY

340,092,838

CONSUMER STAPLES - 1.3%

Beverages - 0.3%

Anheuser-Busch InBev Worldwide, Inc.:

5.375% 11/15/14 (d)

9,087,000

10,183,783

7.2% 1/15/14 (d)

8,300,000

9,675,957

7.75% 1/15/19 (d)

14,500,000

18,583,142

Bottling Group LLC 6.95% 3/15/14

2,000,000

2,372,412

Diageo Capital PLC 5.2% 1/30/13

1,963,000

2,142,436

FBG Finance Ltd. 5.125% 6/15/15 (d)

9,570,000

10,565,548

 

53,523,278

Food & Staples Retailing - 0.1%

CVS Caremark Corp.:

6.036% 12/10/28

776,318

818,783

6.302% 6/1/37 (h)

10,706,000

9,822,755

 

10,641,538

Food Products - 0.4%

Cargill, Inc. 6% 11/27/17 (d)

2,169,000

2,566,200

General Mills, Inc. 5.2% 3/17/15

2,184,000

2,497,004

Nonconvertible Bonds - continued

 

Principal Amount

Value

CONSUMER STAPLES - continued

Food Products - continued

Kraft Foods, Inc.:

5.375% 2/10/20

$ 14,630,000

$ 16,270,725

5.625% 11/1/11

4,500,000

4,740,971

6.125% 2/1/18

11,078,000

12,963,897

6.25% 6/1/12

5,918,000

6,430,061

6.5% 8/11/17

13,886,000

16,579,745

6.75% 2/19/14

1,258,000

1,459,607

 

63,508,210

Tobacco - 0.5%

Altria Group, Inc.:

9.25% 8/6/19

4,577,000

6,002,168

9.7% 11/10/18

30,842,000

40,821,145

Philip Morris International, Inc.:

4.875% 5/16/13

3,627,000

3,965,834

5.65% 5/16/18

2,251,000

2,621,999

Reynolds American, Inc.:

6.75% 6/15/17

8,350,000

9,366,103

7.25% 6/15/37

16,482,000

17,558,143

 

80,335,392

TOTAL CONSUMER STAPLES

208,008,418

ENERGY - 2.5%

Energy Equipment & Services - 0.2%

DCP Midstream LLC:

5.35% 3/15/20 (d)

11,561,000

12,479,510

6.75% 9/15/37 (d)

2,991,000

3,387,526

Weatherford International Ltd.:

4.95% 10/15/13

1,218,000

1,317,774

5.15% 3/15/13

6,131,000

6,564,609

9.625% 3/1/19

8,627,000

11,325,983

 

35,075,402

Oil, Gas & Consumable Fuels - 2.3%

Anadarko Petroleum Corp. 6.375% 9/15/17

13,691,000

13,547,546

Apache Corp. 5.1% 9/1/40

13,235,000

13,690,628

BW Group Ltd. 6.625% 6/28/17 (d)

2,067,000

2,033,475

Canadian Natural Resources Ltd.:

5.15% 2/1/13

3,144,000

3,402,471

5.7% 5/15/17

3,750,000

4,329,713

Nonconvertible Bonds - continued

 

Principal Amount

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Cenovus Energy, Inc. 6.75% 11/15/39

$ 3,977,000

$ 4,886,842

ConocoPhillips:

4.4% 5/15/13

20,500,000

22,242,213

5.75% 2/1/19

12,956,000

15,480,528

Delek & Avner-Yam Tethys Ltd. 5.326% 8/1/13 (d)

188,534

189,993

Duke Capital LLC 6.25% 2/15/13

699,000

761,806

Duke Energy Field Services:

5.375% 10/15/15 (d)

855,000

949,084

6.45% 11/3/36 (d)

7,882,000

8,766,494

6.875% 2/1/11

2,787,000

2,852,876

El Paso Natural Gas Co. 5.95% 4/15/17

653,000

721,400

EnCana Corp.:

4.75% 10/15/13

930,000

1,009,616

6.3% 11/1/11

2,412,000

2,548,141

EnCana Holdings Finance Corp. 5.8% 5/1/14

2,018,000

2,288,426

Enterprise Products Operating LP:

5.6% 10/15/14

1,367,000

1,527,214

5.65% 4/1/13

487,000

530,596

Gulf South Pipeline Co. LP 5.75% 8/15/12 (d)

2,700,000

2,883,462

Gulfstream Natural Gas System LLC 6.95% 6/1/16 (d)

8,929,000

10,679,977

Kinder Morgan Energy Partners LP 6.55% 9/15/40

5,085,000

5,687,191

Lukoil International Finance BV 6.656% 6/7/22 (d)

793,000

802,913

Midcontinent Express Pipel LLC 5.45% 9/15/14 (d)

14,680,000

15,639,822

Motiva Enterprises LLC:

5.75% 1/15/20 (d)

5,128,000

5,900,374

6.85% 1/15/40 (d)

19,290,000

23,985,553

Nakilat, Inc. 6.067% 12/31/33 (d)

12,062,000

13,268,924

Nexen, Inc.:

5.05% 11/20/13

3,550,000

3,849,847

5.2% 3/10/15

635,000

696,839

5.875% 3/10/35

4,330,000

4,520,226

6.4% 5/15/37

5,410,000

5,945,439

NGPL PipeCo LLC 6.514% 12/15/12 (d)

4,388,000

4,609,361

Pemex Project Funding Master Trust 1.1363% 12/3/12 (d)(h)

4,867,000

4,836,581

Petro-Canada:

6.05% 5/15/18

2,920,000

3,404,884

6.8% 5/15/38

4,427,000

5,330,121

Petrobras International Finance Co. Ltd.:

5.75% 1/20/20

14,915,000

15,987,045

Nonconvertible Bonds - continued

 

Principal Amount

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Petrobras International Finance Co. Ltd.: - continued

6.875% 1/20/40

$ 22,993,000

$ 25,234,818

7.875% 3/15/19

13,538,000

16,550,205

Plains All American Pipeline LP 7.75% 10/15/12

1,648,000

1,839,092

Plains All American Pipeline LP/PAA Finance Corp.:

3.95% 9/15/15

8,633,000

9,000,533

6.125% 1/15/17

5,000,000

5,575,975

Ras Laffan Liquefied Natural Gas Co. Ltd. 8.294% 3/15/14 (d)

1,669,600

1,861,604

Ras Laffan Liquefied Natural Gas Co. Ltd. III:

4.5% 9/30/12 (d)

6,290,000

6,622,829

5.5% 9/30/14 (d)

8,791,000

9,714,591

5.832% 9/30/16 (d)

871,000

961,784

6.75% 9/30/19 (d)

5,754,000

6,863,947

Rockies Express Pipeline LLC 6.25% 7/15/13 (d)

1,901,000

2,070,573

Spectra Energy Capital, LLC 5.65% 3/1/20

14,234,000

15,871,707

Suncor Energy, Inc.:

6.1% 6/1/18

8,697,000

10,158,383

6.5% 6/15/38

1,052,000

1,223,107

Talisman Energy, Inc. yankee 6.25% 2/1/38

4,604,000

5,107,157

Texas Eastern Transmission LP 6% 9/15/17 (d)

12,691,000

14,973,870

TransCanada PipeLines Ltd.:

3.4% 6/1/15

4,230,000

4,469,930

6.35% 5/15/67 (h)

1,656,000

1,511,651

Transcontinental Gas Pipe Line Corp. 6.4% 4/15/16

2,800,000

3,282,922

XTO Energy, Inc.:

5% 1/31/15

1,222,000

1,394,791

5.65% 4/1/16

839,000

997,429

6.25% 8/1/17

4,098,000

5,057,305

 

380,131,824

TOTAL ENERGY

415,207,226

FINANCIALS - 10.2%

Capital Markets - 1.9%

Bear Stearns Companies, Inc.:

4.5% 10/28/10

1,281,000

1,289,209

5.3% 10/30/15

7,468,000

8,233,149

6.95% 8/10/12

3,146,000

3,483,094

BlackRock, Inc. 6.25% 9/15/17

8,078,000

9,504,074

Nonconvertible Bonds - continued

 

Principal Amount

Value

FINANCIALS - continued

Capital Markets - continued

Goldman Sachs Group, Inc.:

3.7% 8/1/15

$ 12,546,000

$ 12,700,855

5.95% 1/18/18

6,982,000

7,560,696

6.15% 4/1/18

7,759,000

8,477,018

6.75% 10/1/37

1,467,000

1,501,984

7.5% 2/15/19

33,996,000

39,670,476

Janus Capital Group, Inc.:

6.125% 9/15/11 (c)

4,494,000

4,546,634

6.5% 6/15/12

3,063,000

3,216,934

JPMorgan Chase Capital XVII 5.85% 8/1/35

1,585,000

1,529,568

JPMorgan Chase Capital XX 6.55% 9/29/36

39,647,000

39,523,143

Lazard Group LLC:

6.85% 6/15/17

4,857,000

5,170,709

7.125% 5/15/15

7,698,000

8,295,765

Merrill Lynch & Co., Inc.:

5.45% 2/5/13

15,936,000

17,010,150

6.4% 8/28/17

6,661,000

7,182,536

6.875% 4/25/18

12,873,000

14,172,388

Morgan Stanley:

0.8299% 1/9/14 (h)

18,494,000

17,253,718

4% 7/24/15

7,238,000

7,271,570

4.75% 4/1/14

555,000

571,713

5.45% 1/9/17

599,000

629,146

5.625% 9/23/19

13,500,000

13,748,090

5.95% 12/28/17

1,521,000

1,617,647

6% 5/13/14

19,250,000

20,982,943

6.625% 4/1/18

7,475,000

8,217,282

7.3% 5/13/19

22,127,000

25,166,077

The Bank of New York, Inc. 4.95% 11/1/12

2,701,000

2,924,000

UBS AG Stamford Branch:

3.875% 1/15/15

20,000,000

20,666,140

5.75% 4/25/18

1,839,000

2,066,034

 

314,182,742

Commercial Banks - 1.8%

American Express Centurion Bank 5.2% 11/26/10

589,000

595,318

Bank of America NA:

5.3% 3/15/17

15,675,000

16,060,339

6% 10/15/36

3,342,000

3,403,917

Barclays Bank PLC 5% 9/22/16

9,775,000

10,612,258

BB&T Capital Trust IV 6.82% 6/12/77 (h)

524,000

508,280

Nonconvertible Bonds - continued

 

Principal Amount

Value

FINANCIALS - continued

Commercial Banks - continued

BB&T Corp. 6.5% 8/1/11

$ 869,000

$ 912,228

Credit Suisse (Guernsey) Ltd. 5.86% (h)

5,543,000

5,071,845

Credit Suisse New York Branch:

5% 5/15/13

8,253,000

8,929,787

6% 2/15/18

23,160,000

25,258,319

DBS Bank Ltd. (Singapore) 0.5963% 5/16/17 (d)(h)

3,783,236

3,660,281

Discover Bank 8.7% 11/18/19

15,765,000

18,629,264

Export-Import Bank of Korea:

5.125% 2/14/11

2,041,000

2,072,621

5.25% 2/10/14 (d)

3,328,000

3,619,932

5.5% 10/17/12

1,577,000

1,680,524

Fifth Third Bancorp:

4.5% 6/1/18

1,574,000

1,556,272

8.25% 3/1/38

10,448,000

12,455,197

HBOS PLC 6.75% 5/21/18 (d)

4,594,000

4,492,656

HSBC Holdings PLC:

0.7336% 10/6/16 (h)

932,000

891,221

6.5% 9/15/37

2,054,000

2,373,263

JPMorgan Chase Bank 6% 10/1/17

4,609,000

5,199,606

KeyBank NA:

5.8% 7/1/14

11,717,000

12,792,644

6.95% 2/1/28

3,200,000

3,430,944

7% 2/1/11

786,000

803,816

KeyBank NA, Cleveland 5.45% 3/3/16

6,295,000

6,724,766

Korea Development Bank:

4.625% 9/16/10

1,189,000

1,190,638

5.75% 9/10/13

2,804,000

3,064,780

Manufacturers & Traders Trust Co. 2.033% 4/1/13 (d)(h)

397,000

390,293

Marshall & Ilsley Bank:

4.85% 6/16/15

6,655,000

6,321,072

5% 1/17/17

7,824,000

7,421,119

5.25% 9/4/12

4,830,000

4,902,547

PNC Funding Corp.:

0.615% 1/31/12 (h)

3,342,000

3,331,737

3.625% 2/8/15

4,133,000

4,343,762

Regions Bank 6.45% 6/26/37

13,103,000

11,578,571

Regions Financial Corp.:

5.75% 6/15/15

3,138,000

3,187,389

7.75% 11/10/14

7,842,000

8,457,715

Nonconvertible Bonds - continued

 

Principal Amount

Value

FINANCIALS - continued

Commercial Banks - continued

Standard Chartered Bank 6.4% 9/26/17 (d)

$ 3,597,000

$ 4,028,676

UniCredit Luxembourg Finance SA 5.584% 1/13/17 (d)(h)

1,004,000

967,677

UnionBanCal Corp. 5.25% 12/16/13

463,000

501,339

US Bancorp 4.2% 5/15/14

13,800,000

15,081,523

Wachovia Bank NA:

4.875% 2/1/15

913,000

981,952

5.85% 2/1/37

7,795,000

8,118,352

Wachovia Corp.:

0.6363% 4/23/12 (h)

507,000

503,846

4.875% 2/15/14

734,000

780,837

5.625% 10/15/16

12,375,000

13,654,550

5.75% 6/15/17

2,050,000

2,301,510

5.75% 2/1/18

4,000,000

4,520,608

Wells Fargo & Co.:

3.625% 4/15/15

15,560,000

16,283,618

3.75% 10/1/14

8,062,000

8,496,848

Wells Fargo Bank NA 5.95% 8/26/36

4,694,000

4,944,143

 

287,090,400

Consumer Finance - 1.0%

Capital One Bank USA NA 8.8% 7/15/19

2,901,000

3,676,733

Capital One Financial Corp. 5.7% 9/15/11

6,468,000

6,733,764

Discover Financial Services:

6.45% 6/12/17

15,109,000

16,126,788

10.25% 7/15/19

13,687,000

17,236,765

General Electric Capital Corp.:

3.5% 6/29/15

10,928,000

11,316,283

5.625% 9/15/17

3,505,000

3,871,644

5.625% 5/1/18

10,000,000

11,030,440

5.875% 1/14/38

3,000,000

3,093,219

5.9% 5/13/14

18,045,000

20,404,330

6% 8/7/19

22,000,000

24,741,860

6.375% 11/15/67 (h)

10,755,000

10,324,800

Household Finance Corp. 6.375% 10/15/11

2,275,000

2,403,114

HSBC Finance Corp.:

5.25% 1/14/11

1,539,000

1,562,861

5.25% 1/15/14

683,000

731,328

5.9% 6/19/12

10,000,000

10,641,900

ORIX Corp. 5.48% 11/22/11

269,000

280,310

Nonconvertible Bonds - continued

 

Principal Amount

Value

FINANCIALS - continued

Consumer Finance - continued

SLM Corp.:

0.7278% 10/25/11 (h)

$ 10,097,000

$ 9,603,075

0.7371% 3/15/11 (h)

542,000

536,701

0.7978% 1/27/14 (h)

918,000

749,245

5.375% 1/15/13

2,851,000

2,795,631

 

157,860,791

Diversified Financial Services - 1.5%

Bank of America Corp. 5.75% 12/1/17

16,477,000

17,443,541

Citigroup, Inc.:

4.75% 5/19/15

33,500,000

34,511,131

5.375% 8/9/20

16,119,000

16,280,093

5.5% 4/11/13

26,194,000

27,811,060

6.125% 5/15/18

24,224,000

26,152,933

6.5% 1/18/11

1,364,000

1,392,626

6.5% 8/19/13

14,228,000

15,560,765

International Lease Finance Corp.:

5.4% 2/15/12

2,002,000

1,959,458

5.65% 6/1/14

4,670,000

4,331,425

6.375% 3/25/13

8,051,000

7,779,279

6.625% 11/15/13

1,902,000

1,830,675

JPMorgan Chase & Co.:

4.65% 6/1/14

10,000,000

10,882,870

4.891% 9/1/15 (h)

3,990,000

3,968,191

6% 1/15/18

10,000,000

11,358,310

6.3% 4/23/19

10,326,000

11,874,817

Prime Property Funding, Inc.:

5.125% 6/1/15 (d)

6,106,000

5,960,758

5.35% 4/15/12 (d)

1,620,000

1,661,990

5.5% 1/15/14 (d)

4,474,000

4,523,460

5.7% 4/15/17 (d)

1,185,000

1,088,295

Teachers Insurance & Annuity Association of America 6.85% 12/16/39 (d)

8,000,000

10,044,256

TECO Finance, Inc.:

4% 3/15/16

3,899,000

4,078,966

5.15% 3/15/20

5,602,000

6,120,471

7% 5/1/12

3,630,000

3,929,250

TransCapitalInvest Ltd. 5.67% 3/5/14 (d)

2,263,000

2,395,639

Volkswagen International Finance NV 4% 8/12/20 (d)

8,341,000

8,635,971

ZFS Finance USA Trust II 6.45% 12/15/65 (d)(h)

7,307,000

6,722,440

Nonconvertible Bonds - continued

 

Principal Amount

Value

FINANCIALS - continued

Diversified Financial Services - continued

ZFS Finance USA Trust IV 5.875% 5/9/62 (d)(h)

$ 2,103,000

$ 1,882,921

ZFS Finance USA Trust V 6.5% 5/9/67 (d)(h)

1,824,000

1,650,720

 

251,832,311

Insurance - 1.3%

Allstate Corp. 6.2% 5/16/14

7,894,000

9,173,594

Assurant, Inc. 5.625% 2/15/14

4,837,000

5,161,766

Axis Capital Holdings Ltd. 5.75% 12/1/14

5,857,000

6,287,121

Great-West Life & Annuity Insurance Co. 7.153% 5/16/46 (d)(h)

10,095,000

9,539,775

Jackson National Life Global Funding 5.375% 5/8/13 (d)

526,000

570,611

Liberty Mutual Group, Inc.:

6.5% 3/15/35 (d)

416,000

379,050

6.7% 8/15/16 (d)

6,494,000

7,078,460

10.75% 6/15/88 (d)(h)

3,501,000

3,894,863

Massachusetts Mutual Life Insurance Co. 8.875% 6/1/39 (d)

8,443,000

12,021,557

MetLife, Inc.:

2.375% 2/6/14

8,786,000

8,823,156

4.75% 2/8/21

6,004,000

6,282,994

5% 6/15/15

813,000

891,241

5.875% 2/6/41

4,635,000

5,070,208

6.125% 12/1/11

1,143,000

1,209,542

6.75% 6/1/16

9,220,000

10,863,253

Metropolitan Life Global Funding I:

5.125% 11/9/11 (d)

3,091,000

3,223,762

5.125% 4/10/13 (d)

5,256,000

5,725,298

5.125% 6/10/14 (d)

8,554,000

9,477,421

Monumental Global Funding II 5.65% 7/14/11 (d)

4,531,000

4,653,455

Monumental Global Funding III 5.5% 4/22/13 (d)

1,539,000

1,665,989

New York Life Global Funding 4.65% 5/9/13 (d)

3,983,000

4,316,309

New York Life Insurance Co. 6.75% 11/15/39 (d)

5,345,000

6,831,466

Northwestern Mutual Life Insurance Co. 6.063% 3/30/40 (d)

7,900,000

9,333,668

Pacific Life Global Funding 5.15% 4/15/13 (d)

8,660,000

9,315,666

Pacific Life Insurance Co. 9.25% 6/15/39 (d)

12,250,000

15,794,146

Pacific LifeCorp 6% 2/10/20 (d)

3,802,000

4,111,095

Prudential Financial, Inc.:

3.625% 9/17/12

13,500,000

14,008,572

4.75% 9/17/15

13,500,000

14,481,450

Nonconvertible Bonds - continued

 

Principal Amount

Value

FINANCIALS - continued

Insurance - continued

Prudential Financial, Inc.: - continued

5.15% 1/15/13

$ 1,514,000

$ 1,619,010

5.4% 6/13/35

1,034,000

1,018,633

5.5% 3/15/16

974,000

1,064,587

5.7% 12/14/36

873,000

894,579

6.2% 1/15/15

1,390,000

1,562,689

7.375% 6/15/19

3,820,000

4,649,696

8.875% 6/15/38 (h)

1,338,000

1,458,420

Symetra Financial Corp. 6.125% 4/1/16 (d)

7,887,000

8,135,046

The Chubb Corp. 5.75% 5/15/18

1,125,000

1,298,342

 

211,886,490

Real Estate Investment Trusts - 0.7%

AvalonBay Communities, Inc.:

4.95% 3/15/13

5,057,000

5,370,625

5.375% 4/15/14

2,899,000

3,131,404

5.5% 1/15/12

3,780,000

3,987,099

6.125% 11/1/12

2,564,000

2,813,172

Camden Property Trust:

5.375% 12/15/13

5,530,000

5,957,452

5.875% 11/30/12

1,067,000

1,144,742

Developers Diversified Realty Corp.:

5.25% 4/15/11

6,538,000

6,557,444

5.375% 10/15/12

6,126,000

6,118,042

7.5% 4/1/17

7,137,000

7,185,603

Duke Realty LP:

4.625% 5/15/13

1,074,000

1,115,067

5.875% 8/15/12

837,000

879,171

Equity One, Inc.:

6% 9/15/17

3,467,000

3,571,724

6.25% 12/15/14

7,388,000

7,913,494

6.25% 1/15/17

2,204,000

2,304,921

Equity Residential 5.125% 3/15/16

8,850,000

9,627,242

Federal Realty Investment Trust:

5.4% 12/1/13

3,666,000

3,981,401

5.9% 4/1/20

3,817,000

4,256,112

6% 7/15/12

3,426,000

3,675,163

6.2% 1/15/17

1,491,000

1,684,919

HRPT Properties Trust:

5.75% 11/1/15

1,821,000

1,928,037

6.25% 6/15/17

861,000

903,508

Nonconvertible Bonds - continued

 

Principal Amount

Value

FINANCIALS - continued

Real Estate Investment Trusts - continued

HRPT Properties Trust: - continued

6.65% 1/15/18

$ 3,155,000

$ 3,383,583

UDR, Inc. 5.5% 4/1/14

17,798,000

19,033,263

United Dominion Realty Trust, Inc. 5.25% 1/15/15

1,548,000

1,635,010

Washington (REIT) 5.95% 6/15/11

7,014,000

7,220,352

 

115,378,550

Real Estate Management & Development - 1.6%

AMB Property LP:

5.9% 8/15/13

5,754,000

6,133,131

6.3% 6/1/13

4,012,000

4,360,675

Arden Realty LP 5.2% 9/1/11

937,000

963,764

BioMed Realty LP 6.125% 4/15/20 (d)

5,366,000

5,798,784

Brandywine Operating Partnership LP:

5.625% 12/15/10

12,825,000

12,951,108

5.7% 5/1/17

4,645,000

4,706,170

5.75% 4/1/12

4,410,000

4,555,914

Colonial Properties Trust:

4.8% 4/1/11

351,000

347,846

5.5% 10/1/15

12,454,000

12,099,360

6.875% 8/15/12

2,050,000

2,116,625

Colonial Realty LP 6.05% 9/1/16

3,862,000

3,735,759

Digital Realty Trust LP 4.5% 7/15/15 (d)

7,544,000

7,639,469

Duke Realty LP:

5.4% 8/15/14

6,360,000

6,705,634

5.5% 3/1/16

10,207,000

10,729,323

5.625% 8/15/11

6,022,000

6,154,201

5.95% 2/15/17

9,023,000

9,675,200

6.25% 5/15/13

9,460,000

10,224,272

6.5% 1/15/18

12,019,000

13,151,442

8.25% 8/15/19

4,850,000

5,702,140

ERP Operating LP:

4.75% 7/15/20

9,926,000

10,390,269

5.375% 8/1/16

4,428,000

4,876,224

5.5% 10/1/12

5,433,000

5,862,587

5.75% 6/15/17

18,634,000

21,038,848

6.625% 3/15/12

968,000

1,040,137

Liberty Property LP:

5.125% 3/2/15

1,099,000

1,161,461

5.5% 12/15/16

3,828,000

4,124,077

6.375% 8/15/12

4,758,000

5,109,221

Nonconvertible Bonds - continued

 

Principal Amount

Value

FINANCIALS - continued

Real Estate Management & Development - continued

Liberty Property LP: - continued

6.625% 10/1/17

$ 11,702,000

$ 13,392,085

Mack-Cali Realty LP 7.75% 2/15/11

2,055,000

2,104,552

Post Apartment Homes LP 6.3% 6/1/13

7,452,000

8,046,752

Reckson Operating Partnership LP:

5.15% 1/15/11

1,482,000

1,484,911

6% 3/31/16

1,066,000

1,037,658

Regency Centers LP:

4.95% 4/15/14

427,000

448,225

5.25% 8/1/15

1,490,000

1,594,808

5.875% 6/15/17

738,000

799,759

6.75% 1/15/12

5,098,000

5,363,091

Simon Property Group LP:

4.2% 2/1/15

5,265,000

5,627,443

5.1% 6/15/15

6,421,000

7,172,090

6.75% 2/1/40

8,481,000

10,129,842

Tanger Properties LP:

6.125% 6/1/20

6,711,000

7,385,127

6.15% 11/15/15

8,358,000

9,238,960

 

255,178,944

Thrifts & Mortgage Finance - 0.4%

Bank of America Corp.:

3.7% 9/1/15

6,680,000

6,667,535

5.625% 7/1/20

8,145,000

8,397,454

5.65% 5/1/18

21,641,000

22,502,680

6.5% 8/1/16

11,950,000

13,356,623

First Niagara Financial Group, Inc. 6.75% 3/19/20

11,319,000

12,425,387

Independence Community Bank Corp.:

2.353% 4/1/14 (h)

5,580,000

5,368,524

4.9% 9/23/10

1,185,000

1,187,060

 

69,905,263

TOTAL FINANCIALS

1,663,315,491

HEALTH CARE - 0.2%

Health Care Providers & Services - 0.1%

Coventry Health Care, Inc.:

5.95% 3/15/17

1,221,000

1,222,182

6.3% 8/15/14

2,529,000

2,697,055

Nonconvertible Bonds - continued

 

Principal Amount

Value

HEALTH CARE - continued

Health Care Providers & Services - continued

Express Scripts, Inc.:

5.25% 6/15/12

$ 8,958,000

$ 9,556,878

6.25% 6/15/14

3,291,000

3,794,286

 

17,270,401

Pharmaceuticals - 0.1%

Novartis Capital Corp. 4.125% 2/10/14

2,049,000

2,241,008

Pfizer, Inc. 6.2% 3/15/19

10,000,000

12,515,198

Roche Holdings, Inc. 5% 3/1/14 (d)

4,153,000

4,635,562

 

19,391,768

TOTAL HEALTH CARE

36,662,169

INDUSTRIALS - 0.4%

Aerospace & Defense - 0.1%

BAE Systems Holdings, Inc.:

6.375% 6/1/19 (d)

9,485,000

11,117,473

6.4% 12/15/11 (d)

1,011,000

1,069,121

 

12,186,594

Airlines - 0.2%

American Airlines, Inc. pass-thru trust certificates 6.978% 10/1/12

339,191

341,735

Continental Airlines, Inc.:

6.545% 8/2/20

1,070,652

1,086,712

6.648% 3/15/19

1,971,313

1,997,925

6.795% 2/2/20

601,607

577,542

6.82% 5/1/18

154,725

154,725

6.9% 7/2/19

570,563

586,253

Delta Air Lines, Inc. pass-thru trust certificates:

6.821% 8/10/22

5,235,313

5,379,284

7.57% 11/18/10

17,649,000

17,825,490

U.S. Airways pass-thru trust certificates:

6.85% 7/30/19

3,731,278

3,531,655

8.36% 7/20/20

8,387,878

8,375,297

 

39,856,618

Industrial Conglomerates - 0.1%

General Electric Co. 5.25% 12/6/17

8,512,000

9,550,345

Nonconvertible Bonds - continued

 

Principal Amount

Value

INDUSTRIALS - continued

Transportation Infrastructure - 0.0%

BNSF Funding Trust I 6.613% 12/15/55 (h)

$ 2,599,000

$ 2,547,020

TOTAL INDUSTRIALS

64,140,577

INFORMATION TECHNOLOGY - 0.1%

Electronic Equipment & Components - 0.1%

Tyco Electronics Group SA:

5.95% 1/15/14

6,150,000

6,880,226

6% 10/1/12

2,709,000

2,931,813

6.55% 10/1/17

3,075,000

3,596,609

 

13,408,648

Office Electronics - 0.0%

Xerox Corp. 5.5% 5/15/12

1,120,000

1,195,264

TOTAL INFORMATION TECHNOLOGY

14,603,912

MATERIALS - 0.5%

Chemicals - 0.3%

Dow Chemical Co.:

4.85% 8/15/12

11,300,000

11,925,805

7.6% 5/15/14

25,487,000

29,713,688

Lubrizol Corp. 8.875% 2/1/19

3,259,000

4,189,881

 

45,829,374

Construction Materials - 0.0%

CRH America, Inc. 6% 9/30/16

1,281,000

1,408,135

Containers & Packaging - 0.0%

Pactiv Corp.:

5.875% 7/15/12

1,197,000

1,269,636

6.4% 1/15/18

1,222,000

1,267,256

 

2,536,892

Metals & Mining - 0.2%

Anglo American Capital PLC 9.375% 4/8/14 (d)

6,996,000

8,509,466

BHP Billiton Financial (USA) Ltd.:

5.125% 3/29/12

1,381,000

1,465,915

5.5% 4/1/14

3,171,000

3,568,624

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

2,818,000

3,108,372

Rio Tinto Finance (USA) Ltd.:

5.875% 7/15/13

7,264,000

8,085,733

Nonconvertible Bonds - continued

 

Principal Amount

Value

MATERIALS - continued

Metals & Mining - continued

Rio Tinto Finance (USA) Ltd.: - continued

6.5% 7/15/18

$ 1,868,000

$ 2,211,705

Vale Overseas Ltd. 6.25% 1/23/17

1,623,000

1,819,821

 

28,769,636

TOTAL MATERIALS

78,544,037

TELECOMMUNICATION SERVICES - 1.7%

Diversified Telecommunication Services - 1.4%

AT&T, Inc.:

2.5% 8/15/15

5,000,000

5,054,460

5.8% 2/15/19

15,518,000

18,303,046

6.3% 1/15/38

35,000,000

40,162,255

6.8% 5/15/36

7,223,000

8,704,611

BellSouth Capital Funding Corp. 7.875% 2/15/30

4,434,000

5,604,447

British Telecommunications PLC 9.375% 12/15/10 (c)

3,533,000

3,611,867

CenturyTel, Inc. 7.6% 9/15/39

11,658,000

11,358,354

Deutsche Telekom International Financial BV 5.875% 8/20/13

4,299,000

4,781,687

France Telecom SA 7.75% 3/1/11 (c)

2,286,000

2,365,909

Sprint Capital Corp.:

6.875% 11/15/28

4,047,000

3,379,245

7.625% 1/30/11

4,772,000

4,855,510

Telecom Italia Capital SA:

4.875% 10/1/10

2,769,000

2,777,930

4.95% 9/30/14

6,856,000

7,207,432

5.25% 10/1/15

4,673,000

4,975,095

6.999% 6/4/18

4,029,000

4,559,208

7.175% 6/18/19

15,000,000

17,291,895

7.2% 7/18/36

6,429,000

6,924,830

Telefonica Emisiones SAU:

5.855% 2/4/13

1,120,000

1,218,489

5.877% 7/15/19

8,985,000

10,194,291

6.221% 7/3/17

4,604,000

5,246,999

6.421% 6/20/16

753,000

868,052

Verizon Communications, Inc.:

5.25% 4/15/13

3,032,000

3,346,770

6.1% 4/15/18

23,353,000

27,527,792

6.35% 4/1/19

7,155,000

8,646,274

6.4% 2/15/38

7,002,000

8,205,581

Nonconvertible Bonds - continued

 

Principal Amount

Value

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Verizon Communications, Inc.: - continued

6.9% 4/15/38

$ 8,370,000

$ 10,363,993

Verizon New England, Inc. 6.5% 9/15/11

1,004,000

1,059,217

Verizon New York, Inc. 6.875% 4/1/12

1,855,000

2,004,365

 

230,599,604

Wireless Telecommunication Services - 0.3%

DIRECTV Holdings LLC/DIRECTV Financing, Inc.:

4.75% 10/1/14

11,863,000

12,816,809

5.875% 10/1/19

15,355,000

17,237,185

6.35% 3/15/40

5,301,000

5,851,334

Sprint Nextel Corp. 6% 12/1/16

9,496,000

8,866,890

Vodafone Group PLC:

5% 12/16/13

1,605,000

1,754,299

5.5% 6/15/11

4,818,000

4,993,211

 

51,519,728

TOTAL TELECOMMUNICATION SERVICES

282,119,332

UTILITIES - 1.8%

Electric Utilities - 0.8%

AmerenUE 6.4% 6/15/17

3,790,000

4,442,320

Cleveland Electric Illuminating Co. 5.65% 12/15/13

7,585,000

8,281,447

Commonwealth Edison Co. 5.4% 12/15/11

8,566,000

9,030,440

EDP Finance BV:

4.9% 10/1/19 (d)

9,000,000

8,329,779

6% 2/2/18 (d)

15,876,000

15,899,433

FirstEnergy Solutions Corp.:

4.8% 2/15/15

3,098,000

3,303,878

6.05% 8/15/21

4,516,000

4,785,257

Florida Power Corp. 5.65% 6/15/18

2,323,000

2,760,855

Illinois Power Co. 6.125% 11/15/17

289,000

333,437

Mid-American Energy Co. 5.65% 7/15/12

796,000

858,701

Nevada Power Co. 6.5% 5/15/18

15,159,000

18,177,187

Oncor Electric Delivery Co. 6.375% 5/1/12

8,891,000

9,586,854

Pennsylvania Electric Co. 6.05% 9/1/17

4,822,000

5,459,502

PPL Capital Funding, Inc. 6.7% 3/30/67 (h)

11,570,000

10,846,875

Progress Energy, Inc.:

6% 12/1/39

13,076,000

14,973,498

7.1% 3/1/11

2,365,000

2,438,003

Nonconvertible Bonds - continued

 

Principal Amount

Value

UTILITIES - continued

Electric Utilities - continued

Public Service Co. of Colorado 6.25% 9/1/37

$ 3,400,000

$ 4,277,690

Sierra Pacific Power Co. 5.45% 9/1/13

1,091,000

1,196,301

 

124,981,457

Gas Utilities - 0.1%

Southern Natural Gas Co. 5.9% 4/1/17 (d)

2,827,000

3,113,573

Texas Eastern Transmission Corp. 7.3% 12/1/10

4,895,000

4,970,084

 

8,083,657

Independent Power Producers & Energy Traders - 0.2%

Duke Capital LLC 5.668% 8/15/14

6,931,000

7,719,159

Exelon Generation Co. LLC 5.35% 1/15/14

10,825,000

11,912,047

PPL Energy Supply LLC:

6.2% 5/15/16

2,207,000

2,507,975

6.3% 7/15/13

5,310,000

5,910,354

6.5% 5/1/18

6,905,000

7,899,720

 

35,949,255

Multi-Utilities - 0.7%

Consolidated Edison Co. of New York, Inc.:

Series 2000 B, 7.5% 9/1/10

319,000

319,000

Series 2000 B, 7.5% 9/1/10

401,000

401,000

5.7% 6/15/40

5,881,000

6,719,831

Dominion Resources, Inc.:

4.75% 12/15/10

2,748,000

2,780,726

Series 2000 B, 7.5% 6/30/66 (h)

5,720,000

5,834,400

6.3% 9/30/66 (h)

9,946,000

9,349,240

DTE Energy Co. 7.05% 6/1/11

3,366,000

3,514,491

KeySpan Corp. 7.625% 11/15/10

524,000

531,333

MidAmerican Energy Holdings, Co.:

5.75% 4/1/18

8,650,000

10,013,915

5.875% 10/1/12

2,041,000

2,221,608

National Grid PLC 6.3% 8/1/16

16,573,000

19,430,467

NiSource Finance Corp.:

5.25% 9/15/17

590,000

638,447

5.4% 7/15/14

2,156,000

2,357,364

5.45% 9/15/20

1,330,000

1,425,118

6.4% 3/15/18

8,370,000

9,612,024

6.8% 1/15/19

6,774,000

7,986,946

7.875% 11/15/10

1,916,000

1,940,479

San Diego Gas & Electric Co. 4.5% 8/15/40

10,795,000

10,928,405

Nonconvertible Bonds - continued

 

Principal Amount

Value

UTILITIES - continued

Multi-Utilities - continued

Wisconsin Energy Corp. 6.25% 5/15/67 (h)

$ 21,665,000

$ 20,473,425

WPS Resources Corp. 6.11% 12/1/66 (h)

617,000

558,385

 

117,036,604

TOTAL UTILITIES

286,050,973

TOTAL NONCONVERTIBLE BONDS

(Cost $2,884,918,661)

3,388,744,973

U.S. Government and Government Agency Obligations - 38.4%

 

U.S. Government Agency Obligations - 2.5%

Fannie Mae:

0.625% 9/24/12

19,350,000

19,324,768

1% 4/4/12

7,642,000

7,697,641

1% 9/23/13

28,628,000

28,669,682

1.25% 6/22/12

14,233,000

14,396,765

1.25% 8/20/13

39,169,000

39,543,377

2.5% 5/15/14

83,962,000

87,938,524

2.75% 3/13/14

62,362,000

65,960,973

5% 2/16/12

4,391,000

4,675,326

5% 2/13/17

12,300,000

14,418,700

5.375% 6/12/17

10,250,000

12,290,006

Federal Home Loan Bank:

1.625% 11/21/12

5,080,000

5,180,167

1.625% 3/20/13

2,970,000

3,030,927

Freddie Mac:

1.125% 7/27/12

26,580,000

26,833,839

1.75% 6/15/12

5,470,000

5,581,451

2.125% 3/23/12

6,198,000

6,349,584

2.5% 1/7/14

9,157,000

9,592,782

2.5% 4/23/14

25,290,000

26,533,661

3.75% 3/27/19

15,000,000

16,325,010

5.25% 7/18/11

13,288,000

13,868,912

U.S. Department of Housing and Urban Development Government guaranteed participation certificates Series 1996-A, 7.66% 8/1/15

17,165

17,351

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

408,229,446

U.S. Government and Government Agency Obligations - continued

 

Principal Amount

Value

U.S. Treasury Inflation Protected Obligations - 4.5%

U.S. Treasury Inflation-Indexed Bonds 2.5% 1/15/29

$ 46,055,347

$ 54,185,279

U.S. Treasury Inflation-Indexed Notes:

1.375% 1/15/20

476,169,752

497,882,574

2.125% 2/15/40

122,338,709

138,066,138

2.625% 7/15/17

36,748,501

41,943,911

TOTAL U.S. TREASURY INFLATION PROTECTED OBLIGATIONS

732,077,902

U.S. Treasury Obligations - 31.3%

U.S. Treasury Bonds:

4.375% 11/15/39

75,370,000

87,005,244

4.375% 5/15/40

454,996,000

525,875,277

4.75% 2/15/37

50,000,000

61,492,200

U.S. Treasury Notes:

0.75% 11/30/11

255,718,000

256,916,806

0.875% 2/29/12

1,077,470,000

1,085,217,009

1.75% 3/31/14

2,530,000

2,606,492

1.75% 7/31/15

250,000,000

255,255,000

1.875% 6/15/12

133,930,000

137,361,956

1.875% 4/30/14

85,530,000

88,463,422

2.375% 8/31/14

100,000,000

105,210,900

2.375% 9/30/14

260,559,000

274,157,053

2.375% 2/28/15

457,460,000

481,193,025

2.5% 3/31/15

200,000,000

211,516,000

2.625% 7/31/14

1,075,000,000

1,141,935,925

2.625% 12/31/14

348,703,000

370,388,142

TOTAL U.S. TREASURY OBLIGATIONS

5,084,594,451

Other Government Related - 0.1%

Citigroup Funding, Inc. 2.125% 7/12/12 (FDIC Guaranteed) (e)

16,000,000

16,446,320

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $5,972,910,791)

6,241,348,119

U.S. Government Agency - Mortgage Securities - 10.5%

 

Principal Amount

Value

Fannie Mae - 9.0%

1.85% 10/1/33 (h)

$ 181,593

$ 187,271

1.94% 10/1/33 (h)

68,595

70,950

1.946% 4/1/36 (h)

4,075,456

4,211,237

1.971% 12/1/34 (h)

165,952

171,265

1.972% 2/1/33 (h)

144,961

149,695

1.972% 1/1/35 (h)

2,433,873

2,520,110

1.983% 3/1/35 (h)

112,130

116,032

2.02% 7/1/35 (h)

4,746,319

4,928,154

2.065% 7/1/35 (h)

69,786

72,104

2.136% 3/1/35 (h)

25,667

26,622

2.579% 2/1/35 (h)

3,605,314

3,754,452

2.582% 3/1/35 (h)

78,888

82,333

2.593% 6/1/36 (h)

307,033

321,696

2.618% 7/1/35 (h)

681,489

713,116

2.627% 7/1/34 (h)

4,694,251

4,894,195

2.664% 6/1/34 (h)

747,437

781,020

2.687% 2/1/35 (h)

1,192,800

1,249,316

2.709% 8/1/35 (h)

756,296

792,874

2.747% 7/1/35 (h)

539,864

563,095

2.782% 10/1/35 (h)

248,598

257,993

2.798% 10/1/33 (h)

137,651

144,107

2.804% 7/1/34 (h)

3,936,656

4,115,762

2.822% 12/1/33 (h)

4,973,512

5,184,763

2.844% 11/1/36 (h)

945,411

993,770

2.845% 7/1/34 (h)

91,256

95,104

2.858% 5/1/35 (h)

359,355

377,948

3.015% 7/1/35 (h)

10,686,746

11,156,095

3.03% 7/1/35 (h)

374,573

391,561

3.043% 2/1/34 (h)

46,963

49,063

3.2% 9/1/34 (h)

1,382,571

1,442,939

3.228% 9/1/36 (h)

1,331,195

1,409,403

3.295% 11/1/36 (h)

1,167,993

1,224,723

3.319% 9/1/35 (h)

6,054,956

6,322,416

3.33% 4/1/35 (h)

3,396,790

3,558,447

3.407% 10/1/37 (h)

1,362,457

1,425,157

3.5% 9/1/25 (f)(g)

5,000,000

5,183,824

3.5% 9/1/25 (f)(g)

4,000,000

4,147,059

3.5% 9/1/25 (f)

36,000,000

37,323,533

3.5% 10/1/25 (f)

4,000,000

4,130,496

3.5% 10/1/25 (f)

5,000,000

5,163,121

3.549% 8/1/35 (h)

946,036

984,932

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount

Value

Fannie Mae - continued

4% 7/1/18 to 8/1/39

$ 16,044,163

$ 16,765,491

4% 9/1/25 (f)

8,000,000

8,401,250

4% 9/1/25 (f)

23,000,000

24,153,593

4% 9/1/25 (f)

17,000,000

17,852,655

4.248% 7/1/37 (h)

789,727

831,516

4.442% 7/1/35 (h)

4,972,384

5,210,561

4.5% 6/1/25 to 8/1/40

64,542,036

67,991,572

4.5% 9/1/25 (f)

6,000,000

6,347,813

4.5% 9/1/40 (f)

20,400,000

21,424,661

4.5% 9/1/40 (f)

145,000,000

152,283,133

5% 5/1/23 to 6/1/40

48,802,178

52,231,391

5% 9/1/25 (f)

25,000,000

26,583,985

5% 9/1/40 (f)

101,000,000

107,257,263

5% 9/1/40 (f)(g)

9,000,000

9,557,578

5% 9/1/40 (f)(g)

7,000,000

7,433,672

5% 9/1/40 (f)

46,000,000

48,849,843

5% 9/1/40 (f)(g)

200,000,000

212,390,620

5.5% 7/1/16 to 3/1/40

68,831,645

74,284,397

5.5% 3/1/40

1,619,372

1,735,385

5.5% 3/1/40

1,580,759

1,694,006

5.5% 9/1/40 (f)(g)

245,000,000

261,939,447

5.712% 9/1/35 (h)

587,288

621,791

6% 5/1/16 to 9/1/39 (f)

57,164,597

62,203,887

6% 9/1/40 (f)(g)

4,000,000

4,306,875

6% 9/1/40 (f)

55,000,000

59,219,534

6.5% 4/1/13 to 9/1/38

35,503,812

39,284,337

6.5% 9/1/40 (f)(g)

53,000,000

57,695,471

7% 11/1/11 to 6/1/33

340,115

379,085

7.5% 8/1/13 to 8/1/29

373,052

421,859

8.5% 5/1/21 to 9/1/25

17,738

20,210

9.5% 2/1/25

2,652

2,896

10.5% 8/1/20

4,246

5,069

12.5% 12/1/13 to 4/1/15

4,882

5,457

TOTAL FANNIE MAE

1,470,074,056

Freddie Mac - 0.7%

2.044% 4/1/35 (h)

1,228,436

1,276,028

2.624% 1/1/35 (h)

141,862

148,193

2.661% 4/1/35 (h)

6,233,796

6,551,527

2.664% 6/1/35 (h)

288,311

302,873

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount

Value

Freddie Mac - continued

2.77% 8/1/35 (h)

$ 5,608,897

$ 5,881,069

2.957% 3/1/36 (h)

316,805

328,233

3.069% 1/1/36 (h)

1,803,451

1,897,373

3.088% 3/1/35 (h)

1,123,197

1,183,186

3.12% 1/1/35 (h)

1,014,785

1,063,474

3.141% 10/1/34 (h)

3,037,335

3,177,444

3.374% 7/1/35 (h)

1,963,796

2,035,119

3.54% 3/1/33 (h)

24,758

26,196

4.5% 7/1/25 to 4/1/40

11,019,265

11,666,440

5% 3/1/19 to 6/1/40

22,367,405

23,958,924

5.247% 1/1/36 (h)

19,128,054

20,108,042

5.367% 1/1/36 (h)

1,069,061

1,112,479

5.37% 11/1/35 (h)

558,822

591,653

5.416% 10/1/35 (h)

401,995

425,612

6% 7/1/37

259,396

281,617

6% 9/1/40 (f)

18,000,000

19,347,188

6.5% 10/1/37 to 1/1/39

8,488,133

9,229,026

7% 10/1/10 to 7/1/13

19,803

20,224

7.5% 12/1/10 to 1/1/33

129,519

143,076

8.5% 9/1/24 to 8/1/27

16,839

19,523

11.5% 10/1/15

959

1,074

TOTAL FREDDIE MAC

110,775,593

Ginnie Mae - 0.8%

4% 9/1/40 (f)

13,000,000

13,531,172

4% 9/1/40 (f)

18,900,000

19,690,504

4% 9/1/40 (f)

2,000,000

2,083,651

4.5% 5/15/39 to 5/15/40

18,235,366

19,426,069

4.5% 9/1/40 (f)

25,000,000

26,515,625

4.5% 9/1/40 (f)(g)

10,000,000

10,606,250

4.5% 10/1/40 (f)

10,000,000

10,570,310

5.5% 12/20/28 to 12/15/38 (g)

16,253,337

17,668,798

6% 9/1/40 (f)

9,000,000

9,797,344

7% 1/15/28 to 11/15/32

2,825,664

3,150,506

7.5% 3/15/28 to 10/15/28

4,202

4,810

8% 7/15/17 to 10/15/24

693,273

769,342

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount

Value

Ginnie Mae - continued

8.5% 5/15/17 to 10/15/21

$ 21,583

$ 24,711

11% 7/20/19 to 8/20/19

1,076

1,304

TOTAL GINNIE MAE

133,840,396

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $1,697,705,413)

1,714,690,045

Asset-Backed Securities - 3.0%

 

Accredited Mortgage Loan Trust Series 2005-1 Class M1, 0.7338% 4/25/35 (h)

1,543,111

885,935

ACE Securities Corp. Home Equity Loan Trust:

Series 2004-HE1:

Class M1, 1.0138% 3/25/34 (h)

109,937

105,508

Class M2, 1.9138% 3/25/34 (h)

420,000

273,345

Series 2005-HE2 Class M2, 0.7138% 4/25/35 (h)

158,586

141,304

Series 2006-HE2 Class M3, 0.6038% 5/25/36 (h)

16,908

659

Series 2006-OP1:

Class M4, 0.6338% 4/25/36 (h)

139,000

5,046

Class M5, 0.6538% 4/25/36 (h)

34,650

379

Advanta Business Card Master Trust:

Series 2005-A2 Class A2, 0.3963% 5/20/13 (h)

555,679

552,418

Series 2006-A6 Class A6, 0.2963% 9/20/13 (h)

350,534

348,477

Series 2006-A7 Class A7, 0.2863% 10/20/12 (h)

164,725

163,758

Series 2006-C1 Class C1, 0.7463% 10/20/14 (h)

95,140

17,601

Series 2007-A1 Class A, 0.3163% 1/20/15 (h)

25,881

25,729

Series 2007-A4 Class A4, 0.2963% 4/22/13 (h)

441,041

438,454

Series 2007-D1 Class D, 1.6663% 1/22/13 (d)(h)

7,316,000

0

Airspeed Ltd. Series 2007-1A Class C1, 2.7759% 6/15/32 (d)(h)

4,254,007

1,554,042

Ally Auto Receivables Trust Series 2009-A:

Class A3, 2.33% 6/17/13 (d)

5,210,000

5,317,259

Class A4, 3% 10/15/15 (d)

9,105,000

9,521,357

Ally Master Owner Trust:

Series 2010-2 Class A, 4.25% 4/15/17 (d)

16,350,000

17,248,594

Series 2010-3 Class A, 2.88% 4/15/15 (d)

14,890,000

15,294,009

AmeriCredit Automobile Receivables Trust Series 2005-DA Class A4, 5.02% 11/6/12

105,897

105,931

AmeriCredit Prime Automobile Receivables Trust:

Series 2007-1:

Class D, 5.62% 9/8/14

1,026,000

1,029,750

Asset-Backed Securities - continued

 

Principal Amount

Value

AmeriCredit Prime Automobile Receivables Trust: - continued

Series 2007-1:

Class E, 6.96% 3/8/16 (d)

$ 2,233,886

$ 2,140,609

Series 2007-2M Class A3, 5.22% 6/8/12

51,352

51,545

Ameriquest Mortgage Securities, Inc. pass-thru certificates:

Series 2003-10 Class M1, 0.9638% 12/25/33 (h)

86,008

61,978

Series 2004-R2 Class M3, 0.8138% 4/25/34 (h)

125,153

13,836

Series 2005-R2 Class M1, 0.7138% 4/25/35 (h)

1,743,000

1,352,220

Argent Securities, Inc. pass-thru certificates:

Series 2003-W7 Class A2, 0.7188% 3/25/34 (h)

40,480

27,502

Series 2004-W11 Class M2, 0.9638% 11/25/34 (h)

457,000

269,585

Series 2004-W7 Class M1, 0.8138% 5/25/34 (h)

1,310,000

593,674

Series 2006-W4 Class A2C, 0.4238% 5/25/36 (h)

1,184,800

407,810

Asset Backed Securities Corp. Home Equity Loan Trust:

Series 2004-HE2 Class M1, 1.0888% 4/25/34 (h)

2,253,000

1,353,622

Series 2006-HE2 Class M1, 0.6338% 3/25/36 (h)

228,000

16,753

Axon Financial Funding Ltd. 1.1336% 4/4/17 (b)(d)(h)

6,174,000

62

Bank of America Auto Trust Series 2009-1A:

Class A3, 2.67% 7/15/13 (d)

11,800,000

11,984,547

Class A4, 3.52% 6/15/16 (d)

10,100,000

10,593,180

Bear Stearns Asset Backed Securities I Trust Series 2005-HE2 Class M2, 1.0138% 2/25/35 (h)

1,257,000

641,897

BMW Vehicle Lease Trust Series 2009-1 Class A3, 2.91% 3/15/12

5,397,767

5,453,276

Brazos Higher Education Authority, Inc. Student Loan Rev. Series 2006 A2R, 1.2883% 12/1/41 (h)

913,778

912,197

Brazos Higher Education Authority, Inc. Series 2006-2 Class A9, 0.5483% 12/26/24 (h)

1,856,259

1,763,446

C-BASS Trust Series 2006-CB7 Class A2, 0.3238% 10/25/36 (h)

213,104

209,851

Capital Auto Receivables Asset Trust:

Series 2006-2:

Class B, 5.07% 12/15/11

1,541,724

1,551,641

Class C, 5.31% 6/15/12

1,422,000

1,444,191

Series 2007-1 Class C, 5.38% 11/15/12

506,000

528,572

Series 2007-SN2 Class A4, 1.3059% 5/16/11 (d)(h)

2,120,886

2,121,380

Capital Auto Receivables Trust Series 2007-2 Class A4A, 5.39% 2/18/14

7,508,897

7,699,670

Capital One Auto Finance Trust Series 2007-C Class A4, 5.23% 7/15/14

5,620,000

5,864,648

Capital One Multi-Asset Execution Trust:

Series 2003-A5 Class A5, 0.5659% 7/15/13 (h)

9,630,000

9,630,192

Series 2008-A3 Class A3, 5.05% 2/15/16

13,676,000

15,055,528

Asset-Backed Securities - continued

 

Principal Amount

Value

Capital One Multi-Asset Execution Trust: - continued

Series 2008-A5 Class A5, 4.85% 2/18/14

$ 5,405,000

$ 5,546,159

Series 2008-A6 Class A6, 1.3759% 3/17/14 (h)

13,801,000

13,885,099

Series 2009-A2 Class A2, 3.2% 4/15/14

26,000,000

26,524,378

Capital Trust Ltd. Series 2004-1 Class A2, 0.7163% 7/20/39 (d)(h)

252,000

50,400

CarMax Auto Owner Trust Series 2007-2 Class C, 5.61% 11/15/13

846,000

869,863

Carrington Mortgage Loan Trust:

Series 2006-FRE1 Class M1, 0.5638% 7/25/36 (h)

931,000

95,327

Series 2006-NC3 Class M10, 2.2638% 8/25/36 (d)(h)

994,000

46,995

Series 2006-NC4 Class M1, 0.5638% 10/25/36 (h)

195,000

23,970

Series 2007-RFC1 Class A3, 0.4038% 12/25/36 (h)

1,471,000

560,163

Cendant Timeshare Receivables Funding LLC:

Series 2005 1A Class 2A2, 0.4463% 5/20/17 (d)(h)

80,074

71,809

Series 2005-1A Class A1, 4.67% 5/20/17 (d)

396,379

400,541

Chase Issuance Trust:

Series 2005-A7 Class A7, 4.55% 3/15/13

7,000,000

7,107,101

Series 2007-A17 Class A, 5.12% 10/15/14

7,400,000

8,062,873

Chrysler Financial Lease Trust Series 2010-A Class A2, 1.78% 6/15/11 (d)

27,750,000

27,848,965

Citibank Credit Card Issuance Trust:

Series 2006-A4 Class A4, 5.45% 5/10/13

26,000,000

26,876,585

Series 2009-A3 Class A3, 2.7% 6/24/13

18,000,000

18,310,343

Series 2009-A5 Class A5, 2.25% 12/23/14

48,200,000

49,546,279

Citigroup Mortgage Loan Trust Series 2007-AMC4 Class M1, 0.5338% 5/25/37 (h)

624,000

28,209

Countrywide Asset-Backed Certificates Trust:

Series 2007-11 Class 2A1, 0.3238% 6/25/47 (h)

88,612

85,263

Series 2007-4 Class A1A, 0.4488% 9/25/37 (h)

552,971

514,600

Countrywide Home Loan Trust Series 2006-13 Class N, 7% 8/25/37 (d)

1,245,451

0

Countrywide Home Loans, Inc.:

Series 2004-3 Class M4, 1.2338% 4/25/34 (h)

131,909

47,521

Series 2004-4 Class M2, 1.0588% 6/25/34 (h)

496,195

260,273

Series 2005-3 Class MV1, 0.6838% 8/25/35 (h)

1,030,548

970,208

Series 2005-AB1 Class A2, 0.4738% 8/25/35 (h)

156,094

152,113

CPS Auto Receivables Trust:

Series 2006-D Class A4, 5.115% 8/15/13 (d)

543,915

553,148

Series 2007-C Class A3, 5.43% 5/15/12 (d)

54,818

55,129

DB Master Finance LLC Series 2006-1 Class M1, 8.285% 6/20/31 (d)

3,808,000

3,545,591

Asset-Backed Securities - continued

 

Principal Amount

Value

Fannie Mae subordinate REMIC pass-thru certificates Series 2004-T5 Class AB3, 0.7759% 5/28/35 (h)

$ 31,732

$ 23,799

Fieldstone Mortgage Investment Corp.:

Series 2004-3 Class M5, 2.4388% 8/25/34 (h)

160,000

72,950

Series 2006-3 Class 2A3, 0.4238% 11/25/36 (h)

5,169,000

1,852,219

First Franklin Mortgage Loan Trust:

Series 2004-FF2 Class M3, 1.0888% 3/25/34 (h)

20,936

5,811

Series 2005-FF9 Class A3, 0.5438% 10/25/35 (h)

5,594,394

5,235,252

Ford Credit Auto Owner Trust:

Series 2006-B Class D, 7.26% 2/15/13 (d)

3,966,000

4,078,720

Series 2006-C:

Class B, 5.3% 6/15/12

575,000

595,365

Class D, 6.89% 5/15/13 (d)

2,923,000

3,037,717

Series 2007-A Class D, 7.05% 12/15/13 (d)

1,553,000

1,643,313

Series 2009-D:

Class A3, 2.17% 10/15/13

6,500,000

6,598,247

Class A4, 2.98% 8/15/14

5,800,000

6,049,532

Series 2010-B Class A3, 0.98% 10/15/14

14,330,000

14,384,666

Ford Credit Floorplan Master Owner Trust Series 2006-4 Class B, 0.8259% 6/15/13 (h)

635,000

625,226

Franklin Auto Trust:

Series 2006-1 Class B, 5.14% 7/21/14

62,000

62,587

Series 2007-1:

Class A4, 5.03% 2/16/15

424,021

424,543

Class C, 5.43% 2/16/15

535,000

527,714

Fremont Home Loan Trust:

Series 2005-A:

Class M3, 0.7538% 1/25/35 (h)

801,000

278,410

Class M4, 0.9438% 1/25/35 (h)

296,000

32,475

Series 2006-D Class M1, 0.4938% 11/25/36 (h)

282,000

9,604

GCO Education Loan Funding Master Trust II Series 2007-1A Class C1L, 0.6975% 2/25/47 (d)(h)

2,392,000

1,632,540

GCO Slims Trust Series 2006-1A, 5.72% 3/1/22 (d)

1,933,954

1,547,164

GE Business Loan Trust:

Series 2003-1 Class A, 0.7059% 4/15/31 (d)(h)

224,069

197,181

Series 2006-2A:

Class A, 0.4559% 11/15/34 (d)(h)

2,110,297

1,698,789

Class B, 0.5559% 11/15/34 (d)(h)

762,947

457,768

Class C, 0.6559% 11/15/34 (d)(h)

1,265,517

506,207

Class D, 1.0259% 11/15/34 (d)(h)

481,078

115,459

GE Equipment Midticket LLC Series 2006-1 Class B, 0.4259% 9/15/17 (h)

1,029,000

1,014,278

Asset-Backed Securities - continued

 

Principal Amount

Value

Goal Capital Funding Trust Series 2007-1 Class C1, 0.9383% 6/25/42 (h)

$ 643,000

$ 519,410

GS Auto Loan Trust Series 2007-1:

Class B, 5.53% 12/15/14

47,645

48,816

Class C, 5.74% 12/15/14

101,220

102,529

GSAMP Trust:

Series 2004-AR1:

Class B4, 5% 6/25/34 (d)(h)

437,604

105,057

Class M1, 0.9138% 6/25/34 (h)

2,313,000

1,435,037

Series 2007-HE1 Class M1, 0.5138% 3/25/47 (h)

931,000

56,044

GSR Mortgage Loan Trust Series 2006-FM1 Class M3, 0.6138% 4/25/36 (h)

165,986

3,781

Guggenheim Structured Real Estate Funding Ltd.:

Series 2005-1 Class C, 1.3438% 5/25/30 (d)(h)

533,134

138,615

Series 2006-3:

Class B, 0.6638% 9/25/46 (d)(h)

361,000

72,200

Class C, 0.8138% 9/25/46 (d)(h)

1,245,000

186,750

Home Equity Asset Trust:

Series 2003-2 Class M1, 1.5838% 8/25/33 (h)

398,459

253,840

Series 2003-3 Class M1, 1.5538% 8/25/33 (h)

685,628

474,187

Series 2003-5 Class A2, 0.9638% 12/25/33 (h)

27,804

15,648

Series 2005-5 Class 2A2, 0.5138% 11/25/35 (h)

125,651

123,119

Series 2006-1 Class 2A3, 0.4888% 4/25/36 (h)

1,503,081

1,447,211

Series 2006-8 Class 2A1, 0.3138% 3/25/37 (h)

8,579

8,414

Honda Auto Receivables Owner Trust Series 2009-3 Class A3, 2.31% 5/15/13

8,600,000

8,737,417

HSBC Home Equity Loan Trust Series 2006-2 Class M2, 0.5563% 3/20/36 (h)

680,075

520,411

HSI Asset Securitization Corp. Trust Series 2007-HE1 Class 2A3, 0.4538% 1/25/37 (h)

1,292,000

400,484

Hyundai Auto Receivable Trust Series 2009-A Class A3, 2.03% 8/15/13

6,590,000

6,691,294

JPMorgan Mortgage Acquisition Trust:

Series 2006-NC2 Class M2, 0.5638% 7/25/36 (h)

178,000

7,845

Series 2007-CH1:

Class AV4, 0.3938% 11/25/36 (h)

1,255,000

954,594

Class MV1, 0.4938% 11/25/36 (h)

1,020,000

570,470

Series 2007-CH3 Class M1, 0.5638% 3/25/37 (h)

499,000

26,847

Keycorp Student Loan Trust:

Series 1999-A Class A2, 0.8672% 12/27/29 (h)

703,800

586,049

Series 2006-A Class 2C, 1.6872% 3/27/42 (h)

2,867,000

442,153

Long Beach Auto Receivables Trust Series 2007-A Class A4, 5.025% 1/15/14

2,189,246

2,227,477

Asset-Backed Securities - continued

 

Principal Amount

Value

Long Beach Mortgage Loan Trust Series 2004-2 Class M2, 1.3438% 6/25/34 (h)

$ 128,540

$ 87,480

Marriott Vacation Club Owner Trust Series 2006-2A:

Class B, 5.442% 10/20/28 (d)

21,641

20,177

Class C, 5.691% 10/20/28 (d)

9,655

8,151

Class D, 6.01% 10/20/28 (d)

115,532

91,698

MASTR Asset Backed Securities Trust:

Series 2006-AM3 Class M1, 0.5238% 10/25/36 (h)

450,000

27,079

Series 2007-HE1 Class M1, 0.5638% 5/25/37 (h)

641,000

35,010

Meritage Mortgage Loan Trust Series 2004-1 Class M1, 1.0138% 7/25/34 (h)

167,533

72,460

Merrill Auto Trust Securitization Series 2007-1 Class B, 5.79% 12/15/13

186,835

189,304

Merrill Lynch Mortgage Investors Trust:

Series 2003-OPT1 Class M1, 0.9138% 7/25/34 (h)

583,737

449,177

Series 2006-FM1 Class A2B, 0.3738% 4/25/37 (h)

1,909,496

1,656,091

Series 2006-MLN1 Class A2A, 0.3338% 7/25/37 (h)

22,203

21,850

Series 2006-OPT1 Class A1A, 0.5238% 6/25/35 (h)

2,819,968

1,990,102

Morgan Stanley ABS Capital I Trust:

Series 2004-HE6 Class A2, 0.6038% 8/25/34 (h)

48,462

32,332

Series 2005-NC1 Class M1, 0.7038% 1/25/35 (h)

326,000

167,467

Series 2005-NC2 Class B1, 1.4338% 3/25/35 (h)

339,222

39,824

Series 2007-HE2 Class M1, 0.5138% 1/25/37 (h)

229,000

6,608

National Collegiate Student Loan Trust:

Series 2004-2 Class AIO, 9.75% 10/25/14 (j)

3,457,600

494,437

Series 2006-1 Class AIO, 5.5% 4/25/11 (j)

360,174

9,243

Series 2006-2 Class AIO, 6% 8/25/11 (j)

201,000

9,838

Series 2006-3 Class AIO, 7.1% 1/25/12 (j)

323,000

25,033

Series 2006-4:

Class A1, 0.2938% 3/25/25 (h)

360,527

355,574

Class AIO, 6.35% 2/27/12 (j)

1,029,000

86,986

Class D, 1.3638% 5/25/32 (h)

2,193,000

30,858

Series 2007-1 Class AIO, 7.27% 4/25/12 (j)

1,383,000

148,673

Series 2007-2 Class AIO, 6.7% 7/25/12 (j)

1,176,000

138,129

New Century Home Equity Loan Trust:

Series 2005-4 Class M2, 0.7738% 9/25/35 (h)

1,164,000

478,891

Series 2005-D Class M2, 0.7338% 2/25/36 (h)

704,000

90,980

Nissan Auto Lease Trust:

Series 2009-A Class A3, 2.92% 12/15/11

11,550,000

11,671,730

Series 2009-B Class A3, 2.07% 1/15/15

10,060,000

10,175,165

Nomura Home Equity Loan Trust Series 2006-HE2 Class A2, 0.3838% 3/25/36 (h)

31,726

31,610

Asset-Backed Securities - continued

 

Principal Amount

Value

Ocala Funding LLC Series 2006-1A Class A, 1.6663% 3/20/11 (b)(d)(h)

$ 962,000

$ 355,940

Option One Mortgage Loan Trust:

Series 2007-5 Class 2A1, 0.3538% 5/25/37 (h)

58,472

56,487

Series 2007-6 Class 2A1, 0.3238% 7/25/37 (h)

107,379

103,614

Park Place Securities, Inc.:

Series 2004-WCW1:

Class M3, 1.5138% 9/25/34 (h)

435,000

187,648

Class M4, 1.7138% 9/25/34 (h)

558,000

88,780

Series 2005-WCH1:

Class M2, 0.7838% 1/25/36 (h)

2,176,000

1,840,781

Class M3, 0.8238% 1/25/36 (h)

391,000

250,766

Class M4, 1.0938% 1/25/36 (h)

1,245,000

391,774

Series 2005-WHQ2:

Class M7, 1.5138% 5/25/35 (h)

1,616,000

23,963

Class M9, 2.1438% 5/25/35 (h)

237,142

586

Providian Master Note Trust Series 2006-C1A Class C1, 0.8259% 3/15/15 (d)(h)

2,842,000

2,831,005

Residential Asset Mortgage Products, Inc. Series 2006-EFC2 Class M1, 0.4938% 12/25/36 (h)

515,000

20,439

Residential Asset Securities Corp. Series 2007-KS2 Class AI1, 0.3338% 2/25/37 (h)

56,229

54,897

Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 1.0638% 4/25/33 (h)

4,173

3,487

Saxon Asset Securities Trust Series 2004-1 Class M1, 1.0588% 3/25/35 (h)

1,369,452

897,977

Securitized Asset Backed Receivables LLC Trust:

Series 2005-FR4 Class B3, 1.9838% 1/25/36 (h)

83,000

2,708

Series 2006-FR4 Class A2A, 0.3438% 8/25/36 (h)

42,697

19,792

Series 2007-NC1 Class A2A, 0.3138% 12/25/36 (h)

17,422

17,071

Sierra Receivables Funding Co. Series 2007-1A Class A2, 0.4881% 3/20/19 (d)(h)

711,493

663,938

SLM Private Credit Student Loan Trust Series 2004-A Class C, 1.4871% 6/15/33 (h)

1,043,000

62,947

Specialty Underwriting & Residential Finance Trust Series 2006-AB2 Class N1, 5.75% 6/25/37 (d)

571,164

0

Structured Asset Investment Loan Trust Series 2004-8 Class M5, 1.4138% 9/25/34 (h)

41,248

9,815

Structured Asset Securities Corp. Mortgage Loan Trust Series 2007-OSI Class A2, 0.3538% 6/25/37 (h)

1,532,508

1,270,671

SVO VOI Mortgage Corp. Series 2006-AA Class A, 5.28% 2/20/24 (d)

881,299

885,705

Asset-Backed Securities - continued

 

Principal Amount

Value

Swift Master Auto Receivables Trust Series 2007-2 Class A, 0.9259% 10/15/12 (h)

$ 2,495,000

$ 2,492,376

Terwin Mortgage Trust Series 2003-4HE Class A1, 1.1238% 9/25/34 (h)

115,176

72,285

Trapeza CDO XII Ltd./Trapeza CDO XII, Inc. Series 2007-12A Class B, 1.0936% 4/6/42 (d)(h)

2,321,354

116,068

Triad Auto Receivables Owner Trust Series 2006-C Class A4, 5.31% 5/13/13

601,303

614,659

Volkswagen Auto Lease Trust Series 2009-A Class A3, 3.41% 4/16/12

19,000,000

19,336,068

Wachovia Auto Loan Owner Trust:

Series 2006-1 Class A4, 5.08% 4/20/12 (d)

84,658

84,886

Series 2006-2A:

Class B, 5.29% 6/20/12 (d)

334,073

335,923

Class D, 5.54% 12/20/12 (d)

507,000

515,331

Class E, 7.05% 5/20/14 (d)

4,753,000

4,840,040

WaMu Asset Holdings Corp. Series 2006-8 Class N1, 6.048% 10/25/46 (d)

749,203

0

WaMu Master Note Trust:

Series 2006-C2A Class C2, 0.7759% 8/15/15 (d)(h)

7,241,000

7,176,229

Series 2007-A4A Class A4, 5.2% 10/15/14 (d)

10,266,000

10,321,171

Series 2007-A5A Class A5, 1.0259% 10/15/14 (d)(h)

1,720,000

1,720,633

Wells Fargo Home Equity Trust Series 2004-3 Class A, 4.5% 11/27/34 (a)(d)

6,399

0

Whinstone Capital Management Ltd. Series 1A Class B3, 2.2978% 10/25/44 (d)(h)

1,459,789

481,730

TOTAL ASSET-BACKED SECURITIES

(Cost $460,045,992)

492,465,254

Collateralized Mortgage Obligations - 1.1%

 

Private Sponsor - 1.0%

Arran Residential Mortgages Funding No. 1 PLC floater Series 2006-1A Class DB, 0.9575% 4/12/56 (d)(h)

1,169,849

701,910

Banc of America Commercial Mortgage Trust Series 2007-2:

Class B, 5.6987% 4/10/49 (h)

824,000

199,237

Class C, 5.6987% 4/10/49 (h)

2,198,000

370,619

Class D, 5.6987% 4/10/49 (h)

1,100,000

163,609

Banc of America Mortgage Securities, Inc.:

Series 2003-L Class 2A1, 3.6145% 1/25/34 (h)

1,495,196

1,337,096

Series 2004-1 Class 2A2, 3.6636% 10/25/34 (h)

1,378,585

1,226,453

Collateralized Mortgage Obligations - continued

 

Principal Amount

Value

Private Sponsor - continued

Banc of America Mortgage Securities, Inc.: - continued

Series 2004-A Class 2A2, 3.5151% 2/25/34 (h)

$ 693,981

$ 611,377

Series 2004-B:

Class 1A1, 2.9237% 3/25/34 (h)

124,350

109,835

Class 2A2, 3.0586% 3/25/34 (h)

953,456

870,663

Series 2004-D Class 2A2, 2.9566% 5/25/34 (h)

1,776,589

1,652,627

Series 2004-G Class 2A7, 3.195% 8/25/34 (h)

1,574,042

1,369,595

Series 2004-H Class 2A1, 3.7091% 9/25/34 (h)

1,436,729

1,255,988

Bayview Commercial Asset Trust Series 2006-3A Class IO, 2.3908% 10/25/36 (d)(h)(j)

24,515,725

1,912,227

Bear Stearns ALT-A Trust floater Series 2005-1 Class A1, 0.5438% 1/25/35 (h)

1,952,126

1,534,819

Bear Stearns Commercial Mortgage Securities Trust Series 2006-T24 Class X2, 0.4276% 10/12/41 (d)(h)(j)

3,942,532

43,669

Chase Mortgage Finance Trust:

Series 2007-A1 Class 1A5, 3.2363% 2/25/37 (h)

1,175,449

1,125,746

Series 2007-A2 Class 2A1, 3.4095% 7/25/37 (h)

935,135

892,687

Citigroup Commercial Mortgage Trust Series 2008-C7 Class A2B, 6.0914% 12/10/49 (h)

1,734,000

1,851,805

Citigroup Mortgage Loan Trust Series 2004-UST1:

Class A3, 2.7498% 8/25/34 (h)

737,502

686,531

Class A4, 2.489% 8/25/34 (h)

651,060

617,674

Cobalt CMBS Commercial Mortgage Trust Series 2007-C2 Class B, 5.617% 4/15/47 (h)

1,937,000

387,400

COMM pass-thru certificates floater Series 2001-J2A Class A2F, 0.7759% 7/16/34 (d)(h)

1,734,000

1,690,466

Countrywide Alternative Loan Trust planned amortization class Series 2003-5T2 Class A2, 0.6638% 5/25/33 (h)

11,799

11,689

Credit Suisse First Boston Mortgage Securities Corp. floater Series 2007-AR7 Class 2A1, 2.8818% 11/25/34 (h)

3,886,506

3,747,023

DSLA Mortgage Loan Trust Series 2006-AR2 Class 2AB1, 0.3566% 11/19/37 (h)

47,570

47,209

First Horizon Mortgage pass-thru Trust Series 2004-AR5 Class 2A1, 2.9962% 10/25/34 (h)

818,294

776,130

Fosse Master Issuer PLC floater Series 2006-1A:

Class B2, 0.6847% 10/18/54 (d)(h)

2,889,000

2,826,020

Class C2, 0.9947% 10/18/54 (d)(h)

970,000

936,438

Class M2, 0.7747% 10/18/54 (d)(h)

1,661,000

1,600,374

Gracechurch Mortgage Financing PLC floater Series 2006-1 Class D2, 0.8155% 11/20/56 (d)(h)

2,405,000

2,272,004

Collateralized Mortgage Obligations - continued

 

Principal Amount

Value

Private Sponsor - continued

Gracechurch Mortgage Funding PLC floater Series 1A Class DB, 0.9975% 10/11/41 (d)(h)

$ 2,545,000

$ 2,506,825

Granite Master Issuer PLC floater:

Series 2005-4 Class C2, 0.8163% 12/20/54 (h)

178,650

77,713

Series 2006-1A Class C2, 0.8663% 12/20/54 (d)(h)

5,526,000

2,431,440

Series 2006-2 Class C1, 0.7363% 12/20/54 (h)

4,563,000

2,030,535

Series 2006-3 Class C2, 0.7663% 12/20/54 (h)

922,000

416,172

Series 2006-4:

Class B1, 0.3563% 12/20/54 (h)

3,812,000

2,839,940

Class C1, 0.6463% 12/20/54 (h)

2,331,000

1,025,640

Class M1, 0.4363% 12/20/54 (h)

1,006,000

648,870

Series 2007-1:

Class 1C1, 0.5663% 12/20/54 (h)

1,847,000

821,915

Class 1M1, 0.4163% 12/20/54 (h)

1,238,000

792,320

Class 2C1, 0.6963% 12/20/54 (h)

842,000

374,690

Class 2M1, 0.5163% 12/20/54 (h)

1,589,000

1,016,960

Series 2007-2 Class 2C1, 0.7019% 12/17/54 (h)

2,199,000

956,565

Granite Mortgages Series 2003-2 Class 1A3, 0.7713% 7/20/43 (h)

5,332,450

4,991,500

Granite Mortgages PLC floater:

Series 2003-3 Class 1C, 2.9713% 1/20/44 (h)

365,737

201,113

Series 2004-3 Class 2A1, 0.6793% 9/20/44 (h)

3,630,870

3,394,863

GSR Mortgage Loan Trust Series 2007-AR2 Class 2A1, 3.1041% 4/25/35 (h)

417,267

358,677

Harborview Mortgage Loan Trust floater Series 2005-2 Class 2A1A, 0.4866% 5/19/35 (h)

325,064

204,147

JPMorgan Chase Commercial Mortgage Securities Trust Series 2007-CB18:

Class A1, 5.32% 6/12/47 (h)

112,528

114,913

Class A3, 5.447% 6/12/47 (h)

3,289,000

3,509,340

JPMorgan Mortgage Trust:

sequential payer Series 2006-A5 Class 3A5, 5.9219% 8/25/36 (h)

1,135,000

964,968

Series 2004-A3 Class 4A1, 4.2862% 7/25/34 (h)

1,005,951

975,461

Series 2004-A5 Class 2A1, 2.8213% 12/25/34 (h)

588,510

535,863

Series 2006-A2 Class 5A1, 3.3347% 11/25/33 (h)

1,694,803

1,588,019

Series 2007-A1 Class 1A1, 3.0108% 7/25/35 (h)

3,059,572

2,808,239

LB-UBS Commercial Mortgage Trust sequential payer Series 2006-C6 Class A4, 5.372% 9/15/39

780,000

841,061

MASTR Adjustable Rate Mortgages Trust Series 2007-3 Class 22A2, 0.4738% 5/25/47 (h)

953,418

597,606

Collateralized Mortgage Obligations - continued

 

Principal Amount

Value

Private Sponsor - continued

MASTR Asset Backed Securities Trust Series 2006-NC3 Class M1, 0.4938% 10/25/36 (h)

$ 476,000

$ 2,275

Merrill Lynch Alternative Note Asset Trust floater Series 2007-OAR1 Class A1, 0.4338% 2/25/37 (h)

1,636,053

1,091,831

Merrill Lynch Floating Trust floater Series 2006-1:

Class B, 0.446% 6/15/22 (d)(h)

153,000

131,580

Class C, 0.466% 6/15/22 (d)(h)

1,288,000

1,094,800

Class D, 0.476% 6/15/22 (d)(h)

496,000

411,680

Class E, 0.486% 6/15/22 (d)(h)

792,000

601,920

Class F, 0.516% 6/15/22 (d)(h)

1,268,000

900,280

Class G, 0.586% 6/15/22 (d)(h)

219,000

148,920

Class H, 0.606% 6/15/22 (d)(h)

595,000

374,850

Class J, 0.646% 6/15/22 (d)(h)

694,000

367,820

Merrill Lynch Mortgage Investors Trust:

Series 2004-A4 Class A1, 2.8028% 8/25/34 (h)

1,050,369

997,191

Series 2005-A2 Class A7, 2.8016% 2/25/35 (h)

827,767

762,532

Series 2006-A6 Class A4, 3.5975% 10/25/33 (h)

707,103

632,763

Merrill Lynch-CFC Commercial Mortgage Trust Series 2006-3 Class ASB, 5.382% 7/12/46 (h)

7,424,000

7,937,483

Opteum Mortgage Acceptance Corp. floater Series 2005-3 Class APT, 0.5538% 7/25/35 (h)

2,083,160

1,642,119

Option One Mortgage Loan Trust floater Series 2007-CP1 Class M1, 0.5638% 3/25/37 (h)

2,543,000

175,615

Provident Funding Mortgage Loan Trust Series 2005-2 Class 3A, 2.9% 10/25/35 (h)

4,100,698

3,465,098

RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B:

Class B5, 2.6434% 7/10/35 (d)(h)

1,675,462

932,897

Class B6, 3.1434% 7/10/35 (d)(h)

1,565,197

764,755

Residential Asset Mortgage Products, Inc. sequential payer:

Series 2003-SL1 Class A31, 7.125% 4/25/31

976,004

987,786

Series 2004-SL3 Class A1, 7% 8/25/16

67,323

65,442

Residential Funding Securities Corp. floater Series 2003-RP2 Class A1, 0.7138% 6/25/33 (d)(h)

414,484

328,545

Salomon Brothers Mortgage Securities VII, Inc. Series 2006-C2 Class H, 6.308% 7/18/33 (d)

245,000

244,398

Sequoia Mortgage Trust floater Series 2004-6 Class A3B, 1.1948% 7/20/34 (h)

32,897

17,206

Structured Asset Securities Corp.:

Series 2003-15A Class 4A, 5.3532% 4/25/33 (h)

312,454

302,721

Series 2003-20 Class 1A1, 5.5% 7/25/33

278,752

285,170

Collateralized Mortgage Obligations - continued

 

Principal Amount

Value

Private Sponsor - continued

TBW Mortgage-Backed pass-thru certificates floater Series 2006-4 Class A3, 0.5288% 9/25/36 (h)

$ 2,763,000

$ 1,576,832

Thornburg Mortgage Securities Trust floater:

Series 2006-4 Class A2B, 0.4488% 7/25/36 (h)

25,311,208

24,856,821

Series 2006-5 Class A1, 0.3838% 10/25/46 (h)

9,401,681

9,215,612

WaMu Mortgage pass-thru certificates:

Series 2003-AR8 Class A, 2.8215% 8/25/33 (h)

530,924

505,475

Series 2005-AR14 Class 1A1, 5.0192% 12/25/35 (h)

2,627,898

2,492,178

Series 2005-AR3 Class A2, 2.727% 3/25/35 (h)

1,389,605

1,217,499

Wells Fargo Mortgage Backed Securities Trust:

Series 2004-EE Class 2A2, 2.902% 12/25/34 (h)

3,421,550

3,185,577

Series 2004-H Class A1, 4.5346% 6/25/34 (h)

628,499

603,438

Series 2004-V Class 1A2, 2.9322% 10/25/34 (h)

1,494,005

1,386,956

Series 2004-W Class A9, 2.9891% 11/25/34 (h)

1,521,000

1,452,457

Series 2005-AR10 Class 2A2, 2.9141% 6/25/35 (h)

1,040,657

1,003,282

Series 2005-AR12:

Class 2A5, 2.9082% 7/25/35 (h)

11,270,000

10,533,004

Class 2A6, 2.9082% 7/25/35 (h)

2,068,919

1,925,584

Series 2005-AR2 Class 2A2, 2.8765% 3/25/35 (h)

2,691,789

2,491,094

Series 2005-AR3 Class 2A1, 2.9468% 3/25/35 (h)

1,753,527

1,581,361

Series 2006-AR8 Class 3A1, 5.2162% 4/25/36 (h)

10,538,834

9,492,823

TOTAL PRIVATE SPONSOR

168,041,945

U.S. Government Agency - 0.1%

Fannie Mae subordinate REMIC pass-thru certificates:

planned amortization class Series 2002-9 Class PC, 6% 3/25/17

232,594

251,515

sequential payer:

Series 2002-56 Class MC, 5.5% 9/25/17

796,963

864,304

Series 2004-86 Class KC, 4.5% 5/25/19

624,483

658,578

Freddie Mac planned amortization class Series 2104 Class PG, 6% 12/15/28

1,543,591

1,701,150

Freddie Mac Multi-class participation certificates guaranteed planned amortization class:

Series 2356 Class GD, 6% 9/15/16

824,725

891,233

Collateralized Mortgage Obligations - continued

 

Principal Amount

Value

U.S. Government Agency - continued

Freddie Mac Multi-class participation certificates guaranteed planned amortization class: - continued

Series 2363 Class PF, 6% 9/15/16

$ 1,052,011

$ 1,135,175

Series 2425 Class JH, 6% 3/15/17

848,862

932,667

TOTAL U.S. GOVERNMENT AGENCY

6,434,622

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $133,188,021)

174,476,567

Commercial Mortgage Securities - 5.8%

 

Asset Securitization Corp. Series 1997-D5:

Class A2, 6.8128% 2/14/43 (h)

1,275,000

1,386,273

Class A3, 6.8628% 2/14/43 (h)

1,377,000

1,494,033

Class A6, 7.1828% 2/14/43 (h)

2,029,000

2,169,431

Class PS1, 1.387% 2/14/43 (h)(j)

5,332,950

157,175

Banc of America Commercial Mortgage Trust:

sequential payer:

Series 2006-2 Class AAB, 5.7202% 5/10/45 (h)

2,024,000

2,177,975

Series 2006-4 Class A1, 5.363% 7/10/46 (h)

305,913

308,036

Series 2006-5:

Class A1, 5.185% 9/10/47

739,843

745,368

Class A2, 5.317% 9/10/47

8,231,000

8,623,396

Class A3, 5.39% 9/10/47

2,418,000

2,607,936

Series 2006-6 Class A3, 5.369% 10/10/45

3,468,000

3,616,599

Series 2007-2 Class A1, 5.421% 4/10/49

396,887

408,049

Series 2007-4 Class A3, 5.811% 2/10/51 (h)

1,729,000

1,863,399

Series 2006-6 Class E, 5.619% 10/10/45 (d)

1,002,000

182,804

Series 2007-3:

Class A3, 5.6578% 6/10/49 (h)

2,896,000

3,102,933

Class A4, 5.6578% 6/10/49 (h)

3,615,000

3,638,027

Banc of America Commercial Mortgage, Inc.:

sequential payer:

Series 2001-1 Class A4, 5.451% 1/15/49

3,797,000

3,955,437

Series 2004-2:

Class A3, 4.05% 11/10/38

1,912,608

1,937,613

Class A4, 4.153% 11/10/38

2,199,000

2,273,124

Series 2004-4 Class A3, 4.128% 7/10/42

108,504

108,429

Series 2004-6 Class A2, 4.161% 12/10/42

1,809,020

1,839,037

Series 2005-1 Class A3, 4.877% 11/10/42

2,859,301

2,872,994

Series 2006-1 Class A1, 5.219% 9/10/45 (h)

1,073,990

1,077,676

Commercial Mortgage Securities - continued

 

Principal Amount

Value

Banc of America Commercial Mortgage, Inc.: - continued

Series 2001-3 Class H, 6.562% 4/11/37 (d)

$ 969,000

$ 958,800

Series 2001-PB1:

Class J, 7.166% 5/11/35 (d)

434,000

417,759

Class K, 6.15% 5/11/35 (d)

806,000

726,176

Series 2003-2 Class XP, 0.307% 3/11/41 (d)(h)(j)

14,142,985

9,291

Series 2005-3 Series A3B, 5.09% 7/10/43 (h)

5,387,000

5,757,663

Series 2005-6 Class A3, 5.1778% 9/10/47 (h)

3,121,000

3,224,044

Series 2007-1 Class B, 5.543% 1/15/49

1,044,000

342,482

Banc of America Large Loan, Inc. floater:

Series 2005-MIB1:

Class C, 0.5859% 3/15/22 (d)(h)

745,000

610,900

Class D, 0.6359% 3/15/22 (d)(h)

754,000

588,120

Class E, 0.6759% 3/15/22 (d)(h)

623,000

467,686

Class F, 0.7459% 3/15/22 (d)(h)

502,000

351,400

Class G, 0.8059% 3/15/22 (d)(h)

326,000

211,900

Series 2006-BIX1:

Class C, 0.4559% 10/15/19 (d)(h)

1,114,000

924,620

Class D, 0.4859% 10/15/19 (d)(h)

1,361,000

1,143,240

Class E, 0.5159% 10/15/19 (d)(h)

1,261,000

1,044,360

Class F, 0.5859% 10/15/19 (d)(h)

2,713,000

2,182,066

Class G, 0.6059% 10/15/19 (d)(h)

1,026,000

714,712

Bayview Commercial Asset Trust:

floater:

Series 2003-2 Class M1, 1.1138% 12/25/33 (d)(h)

45,169

26,650

Series 2004-1:

Class A, 0.6238% 4/25/34 (d)(h)

1,230,509

972,102

Class B, 2.1638% 4/25/34 (d)(h)

134,590

67,295

Class M1, 0.8238% 4/25/34 (d)(h)

107,627

73,186

Class M2, 1.4638% 4/25/34 (d)(h)

99,629

56,788

Series 2004-2:

Class A, 0.6938% 8/25/34 (d)(h)

945,874

747,241

Class M1, 0.8438% 8/25/34 (d)(h)

105,604

66,530

Series 2004-3:

Class A1, 0.6338% 1/25/35 (d)(h)

2,187,409

1,706,179

Class A2, 0.6838% 1/25/35 (d)(h)

306,340

199,121

Class M1, 0.7638% 1/25/35 (d)(h)

368,636

237,770

Class M2, 1.2638% 1/25/35 (d)(h)

167,620

103,924

Series 2005-2A:

Class A1, 0.5738% 8/25/35 (d)(h)

1,705,944

1,272,634

Class M1, 0.6938% 8/25/35 (d)(h)

80,430

46,255

Commercial Mortgage Securities - continued

 

Principal Amount

Value

Bayview Commercial Asset Trust: - continued

floater:

Series 2005-2A:

Class M2, 0.7438% 8/25/35 (d)(h)

$ 132,527

$ 73,208

Class M3, 0.7638% 8/25/35 (d)(h)

73,575

37,465

Class M4, 0.8738% 8/25/35 (d)(h)

45,699

21,725

Series 2005-3A:

Class A1, 0.5838% 11/25/35 (d)(h)

591,224

440,048

Class A2, 0.6638% 11/25/35 (d)(h)

605,548

390,578

Class M2, 0.7538% 11/25/35 (d)(h)

59,765

28,155

Class M3, 0.7738% 11/25/35 (d)(h)

53,837

24,421

Class M4, 0.8638% 11/25/35 (d)(h)

66,679

28,625

Series 2005-4A:

Class A2, 0.6538% 1/25/36 (d)(h)

1,373,177

878,833

Class B1, 1.6638% 1/25/36 (d)(h)

80,022

26,407

Class M1, 0.7138% 1/25/36 (d)(h)

442,788

230,250

Class M2, 0.7338% 1/25/36 (d)(h)

89,625

43,916

Class M3, 0.7638% 1/25/36 (d)(h)

194,187

89,326

Class M4, 0.8738% 1/25/36 (d)(h)

72,553

29,021

Class M5, 0.9138% 1/25/36 (d)(h)

72,553

27,933

Class M6, 0.9638% 1/25/36 (d)(h)

76,821

27,656

Series 2006-1 Class A2, 0.6238% 4/25/36 (d)(h)

209,792

140,561

Series 2006-2A:

Class A1, 0.4938% 7/25/36 (d)(h)

4,071,174

3,144,982

Class A2, 0.5438% 7/25/36 (d)(h)

187,526

127,612

Class B3, 2.9638% 7/25/36 (d)(h)

71,769

13,299

Class M1, 0.5738% 7/25/36 (d)(h)

196,787

93,553

Class M2, 0.5938% 7/25/36 (d)(h)

93,763

42,869

Class M3, 0.6138% 7/25/36 (d)(h)

78,136

32,075

Class M5, 0.7338% 7/25/36 (d)(h)

64,824

23,311

Class M6, 0.8038% 7/25/36 (d)(h)

96,657

30,147

Series 2006-3A:

Class B1, 1.0638% 10/25/36 (d)(h)

84,549

16,910

Class B3, 2.8638% 10/25/36 (d)(h)

99,086

15,854

Class M4, 0.6938% 10/25/36 (d)(h)

93,342

29,870

Class M5, 0.7438% 10/25/36 (d)(h)

111,605

31,249

Class M6, 0.8238% 10/25/36 (d)(h)

323,317

77,596

Series 2006-4A:

Class A1, 0.4938% 12/25/36 (d)(h)

728,987

542,002

Class A2, 0.5338% 12/25/36 (d)(h)

3,851,148

2,448,175

Class B1, 0.9638% 12/25/36 (d)(h)

20,027

4,833

Class B2, 1.5138% 12/25/36 (d)(h)

18,692

3,645

Class B3, 2.7138% 12/25/36 (d)(h)

147,918

16,641

Class M1, 0.5538% 12/25/36 (d)(h)

176,906

82,881

Class M2, 0.5738% 12/25/36 (d)(h)

117,492

50,404

Commercial Mortgage Securities - continued

 

Principal Amount

Value

Bayview Commercial Asset Trust: - continued

floater:

Series 2006-4A:

Class M3, 0.6038% 12/25/36 (d)(h)

$ 119,495

$ 46,758

Class M4, 0.6638% 12/25/36 (d)(h)

142,860

50,858

Class M5, 0.7038% 12/25/36 (d)(h)

131,511

44,161

Class M6, 0.7838% 12/25/36 (d)(h)

117,492

37,421

Series 2007-1:

Class A2, 0.5338% 3/25/37 (d)(h)

825,005

519,753

Class B1, 0.9338% 3/25/37 (d)(h)

208,014

45,763

Class B2, 1.4138% 3/25/37 (d)(h)

149,488

27,655

Class B3, 3.6138% 3/25/37 (d)(h)

519,682

77,952

Class M1, 0.5338% 3/25/37 (d)(h)

183,334

82,500

Class M2, 0.5538% 3/25/37 (d)(h)

137,501

53,625

Class M3, 0.5838% 3/25/37 (d)(h)

57,116

19,991

Class M4, 0.6338% 3/25/37 (d)(h)

41,603

13,313

Class M5, 0.6838% 3/25/37 (d)(h)

152,309

44,169

Class M6, 0.7638% 3/25/37 (d)(h)

213,655

52,345

Series 2007-2A:

Class A1, 0.5338% 7/25/37 (d)(h)

1,540,801

1,078,561

Class A2, 0.5838% 7/25/37 (d)(h)

1,443,496

750,618

Class B1, 1.8638% 7/25/37 (d)(h)

390,025

58,504

Class B2, 2.5138% 7/25/37 (d)(h)

338,558

50,784

Class B3, 3.6138% 7/25/37 (d)(h)

380,375

49,449

Class M1, 0.6338% 7/25/37 (d)(h)

442,297

168,073

Class M2, 0.6738% 7/25/37 (d)(h)

230,798

69,240

Class M3, 0.7538% 7/25/37 (d)(h)

233,211

53,639

Class M4, 0.9138% 7/25/37 (d)(h)

485,722

97,144

Class M5, 1.0138% 7/25/37 (d)(h)

429,430

73,003

Class M6, 1.2638% 7/25/37 (d)(h)

545,231

84,511

Series 2007-3:

Class A2, 0.5538% 7/25/37 (d)(h)

746,433

455,473

Class B1, 1.2138% 7/25/37 (d)(h)

335,354

76,058

Class B2, 1.8638% 7/25/37 (d)(h)

962,790

210,370

Class B3, 4.2638% 7/25/37 (d)(h)

450,294

92,896

Class M1, 0.5738% 7/25/37 (d)(h)

296,815

133,151

Class M2, 0.6038% 7/25/37 (d)(h)

316,422

117,045

Class M3, 0.6338% 7/25/37 (d)(h)

510,468

164,677

Class M4, 0.7638% 7/25/37 (d)(h)

895,854

269,025

Class M5, 0.8638% 7/25/37 (d)(h)

407,698

115,297

Class M6, 1.0638% 7/25/37 (d)(h)

309,661

74,226

Series 2007-4A:

Class B1, 2.8138% 9/25/37 (d)(h)

223,034

22,303

Class B2, 3.7138% 9/25/37 (d)(h)

1,015,189

91,367

Class M1, 1.2138% 9/25/37 (d)(h)

213,634

57,681

Commercial Mortgage Securities - continued

 

Principal Amount

Value

Bayview Commercial Asset Trust: - continued

floater:

Series 2007-4A:

Class M2, 1.3138% 9/25/37 (d)(h)

$ 213,634

$ 49,136

Class M4, 1.8638% 9/25/37 (d)(h)

687,047

123,669

Class M5, 2.0138% 9/25/37 (d)(h)

687,047

103,057

Class M6, 2.2138% 9/25/37 (d)(h)

690,466

82,856

Series 2004-1 Class IO, 1.25% 4/25/34 (d)(j)

4,287,675

143,637

Series 2007-5A Class IO, 3.047% 10/25/37 (d)(h)(j)

9,768,652

1,055,014

Bear Stearns Commercial Mortgage Securities Trust:

floater:

Series 2006-BBA7:

Class G, 0.7159% 3/15/19 (d)(h)

657,000

480,248

Class H, 0.9259% 3/15/19 (d)(h)

442,000

248,228

Class J, 1.1259% 3/15/19 (d)(h)

332,000

179,115

Series 2007-BBA8:

Class D, 0.5259% 3/15/22 (d)(h)

554,000

321,320

Class E, 0.5759% 3/15/22 (d)(h)

2,884,000

1,586,200

Class F, 0.6259% 3/15/22 (d)(h)

1,770,000

902,700

Class G, 0.6759% 3/15/22 (d)(h)

364,000

174,720

Class H, 0.8259% 3/15/22 (d)(h)

554,000

221,600

Class J, 0.9759% 3/15/22 (d)(h)

554,000

177,280

sequential payer:

2007-PW15 Class A4, 5.331% 2/11/44

10,000,000

10,167,629

Series 2003-PWR2 Class A3, 4.834% 5/11/39

611,686

622,226

Series 2004-PWR3 Class A3, 4.487% 2/11/41

1,734,291

1,762,516

Series 2006-T24 Class A1, 4.905% 10/12/41 (h)

1,385,539

1,410,560

Series 2007 PW17 Class A4, 5.694% 6/11/50

9,784,000

10,385,082

Series 2007-PW16 Class A4, 5.7172% 6/11/40 (h)

2,484,000

2,616,850

Series 2007-PW17 Class A1, 5.282% 6/11/50

797,059

813,540

Series 2007-PW18:

Class A2, 5.613% 6/11/50

605,000

634,756

Class A4, 5.7% 6/11/50

20,000,000

21,221,426

Series 2007-T26 Class A1, 5.145% 1/12/45 (h)

454,233

465,386

Series 2003-PWR2 Class X2, 0.4686% 5/11/39 (d)(h)(j)

13,441,925

70,726

Series 2003-T12 Class X2, 0.4996% 8/13/39 (d)(h)(j)

21,345,582

152,341

Series 2006-PW13 Class A3, 5.518% 9/11/41

6,120,000

6,486,742

Series 2006-PW14 Class X2, 0.6529% 12/11/38 (d)(h)(j)

23,497,252

421,522

Series 2006-T22 Class A4, 5.4623% 4/12/38 (h)

217,000

239,909

Series 2007-PW15 Class A1, 5.016% 2/11/44

374,522

383,062

Commercial Mortgage Securities - continued

 

Principal Amount

Value

Bear Stearns Commercial Mortgage Securities Trust: - continued

Series 2007-PW16:

Class B, 5.7172% 6/11/40 (d)(h)

$ 277,000

$ 99,777

Class C, 5.7172% 6/11/40 (d)(h)

231,000

71,649

Class D, 5.7172% 6/11/40 (d)(h)

231,000

60,959

Series 2007-PW18 Class X2, 0.3206% 6/11/50 (d)(h)(j)

161,976,505

2,076,847

Series 2007-T28:

Class A1, 5.422% 9/11/42

255,565

264,288

Class X2, 0.1751% 9/11/42 (d)(h)(j)

81,007,236

631,759

C-BASS Trust floater Series 2006-SC1 Class A, 0.5338% 5/25/36 (d)(h)

754,930

445,784

CDC Commercial Mortgage Trust Series 2002-FX1:

Class G, 6.625% 5/15/35 (d)

2,037,000

2,195,821

Class XCL, 2.1172% 5/15/35 (d)(h)(j)

22,599,252

631,023

Chase Commercial Mortgage Securities Corp.:

Series 1999-2:

Class E, 7.734% 1/15/32

75,197

74,998

Class F, 7.734% 1/15/32

376,000

374,701

Series 2000-3 Class G 6.887% 10/15/32 (d)

3,994,000

3,974,268

Series 2001-245 Class A2, 6.275% 2/12/16 (d)(h)

1,722,864

1,751,291

Citigroup Commercial Mortgage Trust:

floater Series 2006-FL2:

Class F, 0.5819% 8/15/21 (d)(h)

619,000

542,176

Class G, 0.6019% 8/15/21 (d)(h)

462,000

373,181

Class H, 0.6419% 8/15/21 (d)(h)

368,000

275,415

Series 2006-C5 Class AMP2, 5.5005% 10/15/49 (d)

2,916,125

2,696,171

Series 2007-C6:

Class A1, 5.622% 12/10/49 (h)

6,567,266

6,685,316

Class A2, 5.6985% 12/10/49 (h)

2,250,000

2,366,001

Class A4, 5.6985% 12/10/49 (h)

6,296,000

6,700,314

Series 2007-FL3A Class A2, 0.4159% 4/15/22 (d)(h)

3,443,000

2,961,570

Citigroup/Deutsche Bank Commercial Mortgage Trust:

sequential payer:

Series 2006-CD3 Class A3, 5.607% 10/15/48

6,300,000

6,995,779

Series 2007-CD4:

Class A1, 4.977% 12/11/49

292,485

295,419

Class A2A, 5.237% 12/11/49

1,543,000

1,586,664

Class A4, 5.322% 12/11/49

25,001,000

25,471,104

Series 2007-CD4:

Class A3, 5.293% 12/11/49

1,688,000

1,784,630

Class C, 5.476% 12/11/49

3,265,000

914,200

Commercial Mortgage Securities - continued

 

Principal Amount

Value

Cobalt CMBS Commercial Mortgage Trust:

sequential payer Series 2007-C3 Class A3, 5.8179% 5/15/46 (h)

$ 1,734,000

$ 1,853,712

Series 2006-C1 Class B, 5.359% 8/15/48

5,202,000

728,280

COMM pass-thru certificates:

floater:

Series 2005-F10A:

Class B, 0.5059% 4/15/17 (d)(h)

3,884,000

3,301,400

Class C, 0.5459% 4/15/17 (d)(h)

1,395,000

1,143,900

Class D, 0.5859% 4/15/17 (d)(h)

802,000

625,560

Class E, 0.6459% 4/15/17 (d)(h)

247,000

185,250

Class F, 0.6859% 4/15/17 (d)(h)

140,000

96,600

Class G, 0.8259% 4/15/17 (d)(h)

140,000

88,200

Class H, 0.8959% 4/15/17 (d)(h)

140,000

72,800

Class J, 1.1259% 4/15/17 (d)(h)

108,000

43,200

Series 2005-FL11:

Class C, 0.5759% 11/15/17 (d)(h)

1,744,407

1,604,855

Class D, 0.6159% 11/15/17 (d)(h)

90,750

81,675

Class E, 0.6659% 11/15/17 (d)(h)

321,788

279,956

Class F, 0.7259% 11/15/17 (d)(h)

199,912

163,928

Class G, 0.7759% 11/15/17 (d)(h)

138,974

97,282

Series 2006-FL12 Class AJ, 0.4059% 12/15/20 (d)(h)

2,471,000

2,050,930

sequential payer:

Series 2005-C6 Class A2, 4.999% 6/10/44 (h)

26,123

26,106

Series 2006-C8:

Class A3, 5.31% 12/10/46

4,941,000

5,148,736

Class A4, 5.306% 12/10/46

9,370,000

9,651,501

Series 2006-CN2A Class A2FX, 5.449% 2/5/19 (d)

2,931,000

2,940,404

Series 2007-C9 Class A4, 5.8157% 12/10/49 (h)

3,836,000

4,151,874

Series 2004-LBN2 Class X2, 0.8492% 3/10/39 (d)(h)(j)

3,260,709

11,880

Series 2006-C8:

Class B, 5.44% 12/10/46

3,003,000

936,098

Class XP, 0.4814% 12/10/46 (h)(j)

17,971,874

264,057

Credit Suisse Commercial Mortgage Trust:

sequential payer:

Series 2006-C4 Class A3, 5.467% 9/15/39

4,618,000

4,791,345

Series 2006-C5:

Class A1, 5.297% 12/15/39

66,971

67,057

Class AJ, 5.373% 12/15/39

3,511,000

2,219,778

Commercial Mortgage Securities - continued

 

Principal Amount

Value

Credit Suisse Commercial Mortgage Trust: - continued

sequential payer:

Series 2007-C2:

Class A1, 5.269% 1/15/49

$ 220,283

$ 221,213

Class A3, 5.542% 1/15/49 (h)

3,468,000

3,448,129

Series 2007-C3:

Class A1, 5.664% 6/15/39 (h)

11,829

11,817

Class A4, 5.7223% 6/15/39 (h)

1,923,000

1,908,853

Series 2006-C4 Class AAB, 5.439% 9/15/39

9,869,000

10,541,878

Series 2006-C5 Class ASP, 0.6707% 12/15/39 (h)(j)

12,105,276

179,397

Series 2007-C5 Class A4, 5.695% 9/15/40 (h)

3,962,000

3,956,433

Credit Suisse First Boston Mortgage Capital Certificates floater Series 2007-TF2A Class B, 0.6259% 4/15/22 (d)(h)

6,186,000

2,474,400

Credit Suisse First Boston Mortgage Securities Corp.:

sequential payer:

Series 2001-CK6 Class B, 6.582% 8/15/36

1,734,000

1,812,996

Series 2002-CP5 Class A1, 4.106% 12/15/35

119,489

122,330

Series 2004-C1:

Class A3, 4.321% 1/15/37

429,891

435,866

Class A4, 4.75% 1/15/37

807,000

840,958

Series 1998-C1 Class D, 7.17% 5/17/40

97,592

98,267

Series 1999-C1 Class E, 7.8879% 9/15/41 (h)

149,344

148,986

Series 2001-CK6 Class AX, 0.8793% 8/15/36 (h)(j)

4,622,982

36,229

Series 2001-CKN5 Class AX, 1.9642% 9/15/34 (d)(h)(j)

13,917,413

173,016

Series 2003-C4 Class ASP, 0.4351% 8/15/36 (d)(h)(j)

10,667,693

171

Series 2004-C1 Class ASP, 0.9553% 1/15/37 (d)(h)(j)

66,610,080

323,519

Series 2006-C1 Class A3, 5.5486% 2/15/39 (h)

9,156,000

9,910,857

Credit Suisse Mortgage Capital Certificates:

floater Series 2007-TFL1:

Class B, 0.4259% 2/15/22 (d)(h)

656,000

439,520

Class C:

0.4459% 2/15/22 (d)(h)

1,521,000

866,970

0.5459% 2/15/22 (d)(h)

543,000

249,780

Class F, 0.5959% 2/15/22 (d)(h)

1,086,000

445,260

sequential payer Series 2007-C1 Class A1, 5.227% 2/15/40

100,201

101,499

Series 2007-C1:

Class ASP, 0.4159% 2/15/40 (h)(j)

32,463,287

372,555

Class B, 5.487% 2/15/40 (d)(h)

2,651,000

318,120

Commercial Mortgage Securities - continued

 

Principal Amount

Value

First Union National Bank-Bank of America Commercial Mortgage Trust Series 2001-C1:

Class D, 6.484% 3/15/33

$ 618,000

$ 625,350

Class G, 6.936% 3/15/33 (d)

1,141,000

1,141,208

GE Capital Commercial Mortgage Corp.:

sequential payer Series 2007-C1 Class A4, 5.543% 12/10/49

29,361,000

29,401,157

Series 2001-1 Class X1, 1.0321% 5/15/33 (d)(h)(j)

16,670,020

73,671

Series 2004-C1 Class X2, 1.1164% 11/10/38 (d)(h)(j)

8,661,396

33,825

Series 2005-C1 Class B, 4.846% 6/10/48 (h)

495,000

351,633

Series 2007-C1 Class XP, 0.2009% 12/10/49 (h)(j)

33,334,789

207,829

GMAC Commercial Mortgage Securities, Inc.:

Series 2003-C3 Class X2, 0.6149% 4/10/40 (d)(h)(j)

8,795,328

16,800

Series 2004-C3 Class X2, 0.6312% 12/10/41 (h)(j)

18,112,231

124,958

Series 2005-C1 Class X2, 0.6565% 5/10/43 (h)(j)

6,890,440

67,503

Greenwich Capital Commercial Funding Corp.:

floater Series 2006-FL4 Class B, 0.49% 11/5/21 (d)(h)

652,000

483,046

sequential payer:

Series 2004-GG1 Class A4, 4.755% 6/10/36

478,666

481,686

Series 2007-GG11:

Class A1, 5.358% 12/10/49

1,653,811

1,716,155

Class A2, 5.597% 12/10/49

3,468,000

3,661,932

Series 2007-GG9 Class A4, 5.444% 3/10/39

16,142,000

16,906,889

Series 2003-C2 Class XP, 0.8232% 1/5/36 (d)(h)(j)

10,508,949

24,667

Series 2005-GG3 Class XP, 0.6925% 8/10/42 (d)(h)(j)

32,119,529

286,657

Series 2006-GG7:

Class A3, 5.8883% 7/10/38 (h)

4,571,000

4,963,375

Class A4, 5.8883% 7/10/38 (h)

13,274,000

14,451,138

Series 2007-GG11 Class A1, 0.4798% 12/10/49 (d)(j)

41,221,706

429,056

GS Mortgage Securities Corp. II:

floater:

Series 2006-FL8A:

Class C, 0.5353% 6/6/20 (d)(h)

88,000

80,124

Class D, 0.5753% 6/6/20 (d)(h)

414,000

357,889

Class E, 0.6653% 6/6/20 (d)(h)

479,000

402,440

Class F, 0.7353% 6/6/20 (d)(h)

681,000

546,262

Series 2007-EOP:

Class C, 0.6153% 3/6/20 (d)(h)

1,781,000

1,585,090

Class D, 0.6653% 3/6/20 (d)(h)

7,692,000

6,768,960

Commercial Mortgage Securities - continued

 

Principal Amount

Value

GS Mortgage Securities Corp. II: - continued

floater:

Series 2007-EOP:

Class F, 0.7753% 3/6/20 (d)(h)

$ 146,000

$ 126,290

Class G, 0.8153% 3/6/20 (d)(h)

74,000

62,160

Class H, 0.9453% 3/6/20 (d)(h)

446,000

376,870

Class J, 1.1453% 3/6/20 (d)(h)

639,000

530,370

sequential payer Series 2004-GG2 Class A4, 4.964% 8/10/38

538,000

559,072

Series 2005-GG4 Class XP, 0.7044% 7/10/39 (d)(h)(j)

32,788,420

390,245

Series 2006-GG6:

Class A2, 5.506% 4/10/38

9,118,125

9,256,575

Class A3, 5.5774% 4/10/38 (h)

20,000,000

21,009,914

GS Mortgage Securities Trust sequential payer:

Series 2006-GG8:

Class A2, 5.479% 11/10/39

9,531,000

9,777,149

Class A4, 5.56% 11/10/39 (h)

34,187,000

36,169,846

Series 2007-GG10:

Class A1, 5.69% 8/10/45

521,511

537,907

Class A2, 5.778% 8/10/45

826,000

858,562

Class A4, 5.8077% 8/10/45 (h)

12,408,000

12,824,137

JPMorgan Chase Commercial Mortgage Securities Corp.:

Series 2004-C1 Class X2, 0.9177% 1/15/38 (d)(h)(j)

2,560,503

10,867

Series 2004-CB8 Class X2, 1.0321% 1/12/39 (d)(h)(j)

2,558,698

14,184

JPMorgan Chase Commercial Mortgage Securities Trust:

floater Series 2006-FLA2:

Class B, 0.4459% 11/15/18 (d)(h)

1,278,857

895,200

Class C, 0.4859% 11/15/18 (d)(h)

908,283

599,467

Class D, 0.5059% 11/15/18 (d)(h)

201,713

114,976

Class E, 0.5559% 11/15/18 (d)(h)

368,846

206,554

Class F, 0.6059% 11/15/18 (d)(h)

552,692

287,400

Class G, 0.6359% 11/15/18 (d)(h)

480,652

240,326

Class H, 0.7759% 11/15/18 (d)(h)

368,846

162,292

sequential payer:

Series 2005-CB11 Class A2, 5.016% 8/12/37

676,703

675,768

Series 2006-CB14 Class A3B, 5.4835% 12/12/44 (h)

5,157,000

5,502,666

Series 2006-CB15 Class A3, 5.819% 6/12/43 (h)

2,611,000

2,776,674

Series 2006-LDP8 Class A4, 5.399% 5/15/45

2,725,000

2,923,371

Series 2006-LDP9:

Class A2, 5.134% 5/15/47 (h)

824,000

878,898

Class A3, 5.336% 5/15/47

10,293,000

10,717,451

Commercial Mortgage Securities - continued

 

Principal Amount

Value

JPMorgan Chase Commercial Mortgage Securities Trust: - continued

sequential payer:

Series 2007-CB18 Class A4, 5.44% 6/12/47

$ 4,270,000

$ 4,470,251

Series 2007-CB19 Class A4, 5.7461% 2/12/49 (h)

16,081,000

16,865,303

Series 2007-CB20 Class A4, 5.794% 2/12/51

17,256,000

18,358,217

Series 2007-LD11 Class A2, 5.8025% 6/15/49 (h)

4,868,000

5,090,237

Series 2007-LDP10 Class A1, 5.122% 1/15/49

56,917

57,418

Series 2007-LDPX Class A3, 5.412% 1/15/49

9,962,000

10,188,899

Series 2004-LDP4 Class D, 5.1488% 10/15/42 (h)

1,561,000

722,804

Series 2005-CB13 Class E, 5.3519% 1/12/43 (d)(h)

877,000

81,156

Series 2006-CB17 Class A3, 5.45% 12/12/43

494,000

519,744

Series 2007-CB19:

Class B, 5.7461% 2/12/49 (h)

148,000

45,904

Class C, 5.7461% 2/12/49 (h)

388,000

120,344

Class D, 5.7461% 2/12/49 (h)

407,000

120,503

Series 2007-LDP10:

Class BS, 5.437% 1/15/49 (h)

331,000

99,341

Class CS, 5.466% 1/15/49 (h)

143,000

36,795

Class ES, 5.541% 1/15/49 (d)(h)

896,000

63,160

JPMorgan Commercial Mortgage Finance Corp. Series 2000-C9 Class G, 6.25% 10/15/32 (d)

715,000

721,630

LB Commercial Conduit Mortgage Trust:

sequential payer Series 2007-C3 Class A4, 5.9499% 7/15/44 (h)

1,403,000

1,451,321

Series 1998-C1 Class D, 6.98% 2/18/30

647,101

651,193

LB-UBS Commercial Mortgage Trust:

sequential payer:

Series 2001-C2 Class A2, 6.653% 11/15/27

307,795

313,304

Series 2001-C3 Class A1, 6.058% 6/15/20

8,058

8,072

Series 2006-C1 Class A2, 5.084% 2/15/31

754,867

761,652

Series 2006-C3 Class A1, 5.478% 3/15/32

37,872

38,047

Series 2006-C6:

Class A1, 5.23% 9/15/39

176,899

177,037

Class A2, 5.262% 9/15/39 (h)

3,026,000

3,104,063

Series 2006-C7:

Class A1, 5.279% 11/15/38

401,637

408,961

Class A2, 5.3% 11/15/38

1,907,000

1,966,591

Class A3, 5.347% 11/15/38

3,172,000

3,363,255

Series 2007-C1:

Class A1, 5.391% 2/15/40 (h)

193,935

197,563

Class A4, 5.424% 2/15/40

20,427,000

21,439,287

Series 2007-C2 Class A3, 5.43% 2/15/40

4,646,000

4,785,287

Series 2000-C5 Class E, 7.29% 12/15/32

121,000

121,659

Commercial Mortgage Securities - continued

 

Principal Amount

Value

LB-UBS Commercial Mortgage Trust: - continued

Series 2001-C3 Class B, 6.512% 6/15/36

$ 3,352,000

$ 3,465,225

Series 2001-C7 Class D, 6.514% 11/15/33

1,907,000

1,926,453

Series 2004-C2 Class XCP, 1.0459% 3/15/36 (d)(h)(j)

19,326,007

108,732

Series 2004-C4 Class A2, 4.567% 6/15/29 (h)

203,998

206,127

Series 2005-C3 Class XCP, 0.7548% 7/15/40 (h)(j)

5,367,427

62,835

Series 2006-C3 Class A3 5.689% 3/15/32

1,025,000

1,083,321

Series 2006-C6 Class XCP, 0.6666% 9/15/39 (h)(j)

9,856,970

160,033

Series 2007-C1:

Class C, 5.533% 2/15/40 (h)

3,815,000

845,309

Class D, 5.563% 2/15/40 (h)

694,000

123,757

Class E, 5.582% 2/15/40 (h)

347,000

53,073

Class XCP, 0.3203% 2/15/40 (h)(j)

3,961,998

46,153

Series 2007-C6 Class A4, 5.858% 7/15/40 (h)

3,917,000

4,039,862

Series 2007-C7:

Class A3, 5.866% 9/15/45

5,670,000

5,940,848

Class XCP, 0.2905% 9/15/45 (h)(j)

136,095,336

1,490,598

LB-UBS Westfield Trust Series 2001-WM, 6.754% 7/14/16 (d)

496,000

506,078

Lehman Brothers Floating Rate Commercial Mortgage Trust floater Series 2006-LLFA:

Class D, 0.5059% 9/15/21 (d)(h)

555,142

426,037

Class E, 0.5659% 9/15/21 (d)(h)

2,003,583

1,518,661

Class F, 0.6159% 9/15/21 (d)(h)

965,627

720,320

Class G, 0.6359% 9/15/21 (d)(h)

1,906,832

1,320,405

Class H, 0.6759% 9/15/21 (d)(h)

492,207

214,562

Lehman Large Loan Trust Series 1997-LLI Class E, 7.3% 10/12/34

3,078,000

3,258,233

Merrill Lynch Mortgage Trust:

sequential payer:

Series 2004-MKB1 Class A2, 4.353% 2/12/42

195,092

196,053

Series 2005-MKB2 Class A2, 4.806% 9/12/42

3,034,853

3,032,508

Series 2007-C1 Class A1, 4.533% 6/12/50

410,626

414,651

Series 2005-CKI1 Class A3, 5.2324% 11/12/37 (h)

2,847,000

2,942,168

Series 2005-LC1 Class F, 5.3777% 1/12/44 (d)(h)

1,509,000

559,372

Series 2006-C1 Class A2, 5.6099% 5/12/39 (h)

2,445,000

2,579,627

Series 2007-C1:

Class A3, 5.826% 6/12/50 (h)

7,212,000

7,657,170

Class A4, 5.826% 6/12/50 (h)

6,564,000

7,036,485

Series 2008-C1 Class A4, 5.69% 2/12/51

3,701,000

3,923,573

Commercial Mortgage Securities - continued

 

Principal Amount

Value

Merrill Lynch-CFC Commercial Mortgage Trust:

floater Series 2006-4 Class A2FL, 0.4625% 12/12/49 (h)

$ 808,000

$ 785,059

sequential payer:

Series 2006-1 CLass A3, 5.4664% 2/12/39 (h)

1,845,000

1,938,191

Series 2006-4 Class ASB, 5.133% 12/12/49 (h)

1,490,000

1,598,179

Series 2007-5:

Class A1, 4.275% 8/12/48

43,490

43,741

Class A3, 5.364% 8/12/48

676,000

692,464

Class A4, 5.378% 8/12/48

20,069,000

19,614,014

Class B, 5.479% 2/12/17

5,202,000

916,309

Series 2007-6:

Class A1, 5.175% 3/12/51

91,264

92,637

Class A2, 5.331% 3/12/51

20,000,000

20,632,514

Class A4, 5.485% 3/12/51 (h)

24,350,000

24,266,229

Series 2007-7 Class A4, 5.7485% 6/12/50 (h)

6,069,000

6,099,890

Series 2007-8 Class A1, 4.622% 8/12/49

351,805

359,352

Series 2007-9:

Class A2, 5.59% 9/12/49

8,734,000

9,102,643

Class A4, 5.7% 9/12/49

185,000

192,100

Class ASB, 5.644% 9/12/49

12,500,000

13,616,893

Series 2006-4 Class XP, 0.6254% 12/12/49 (h)(j)

35,212,926

640,044

Series 2007-6 Class B, 5.635% 3/12/51 (h)

1,734,000

517,735

Series 2007-7 Class B, 5.75% 6/12/50

1,295,000

215,751

Series 2007-8 Class A3, 5.9564% 8/12/49 (h)

1,496,000

1,608,351

Morgan Stanley Capital I Trust:

floater:

Series 2006-XLF:

Class C, 1.472% 7/15/19 (d)(h)

671,000

83,875

Class F, 0.592% 7/15/19 (d)(h)

1,669,000

1,518,790

Class G, 0.632% 7/15/19 (d)(h)

948,000

682,560

Series 2007-XCLA Class A1, 0.472% 7/17/17 (d)(h)

2,068,306

1,137,569

Series 2007-XLCA Class B, 0.772% 7/17/17 (d)(h)

2,033,616

142,353

Series 2007-XLFA:

Class C, 0.432% 10/15/20 (d)(h)

995,000

422,875

Class D, 0.462% 10/15/20 (d)(h)

545,000

122,625

Class E, 0.522% 10/15/20 (d)(h)

681,000

85,125

Class F, 0.572% 10/15/20 (d)(h)

409,000

40,900

Class G, 0.612% 10/15/20 (d)(h)

505,000

37,875

Class H, 0.702% 10/15/20 (d)(h)

318,000

7,950

Class J, 0.852% 10/15/20 (d)(h)

363,000

9,075

Class MHRO, 0.962% 10/15/20 (d)(h)

482,325

96,465

Commercial Mortgage Securities - continued

 

Principal Amount

Value

Morgan Stanley Capital I Trust: - continued

floater:

Series 2007-XLFA:

Class MJPM, 1.272% 10/15/20 (d)(h)

$ 113,175

$ 84,882

Class MSTR, 0.972% 10/15/20 (d)(h)

210,691

42,138

Class NHRO, 1.162% 10/15/20 (d)(h)

734,010

102,761

Class NSTR, 1.122% 10/15/20 (d)(h)

191,450

26,803

sequential payer:

Series 2003-IQ5 Class X2, 0.8727% 4/15/38 (d)(h)(j)

5,338,545

44,163

Series 2005-IQ9 Class A3, 4.54% 7/15/56

2,575,000

2,667,843

Series 2006-HQ10 Class A1, 5.131% 11/12/41

270,595

273,598

Series 2006-T23 Class A1, 5.682% 8/12/41

508,085

515,245

Series 2007-HQ11:

Class A1, 5.246% 2/12/44

324,699

330,780

Class A31, 5.439% 2/12/44 (h)

7,959,000

8,381,246

Series 2007-IQ13 Class A1, 5.05% 3/15/44

332,328

337,173

Series 2007-IQ14 Class A1, 5.38% 4/15/49

844,870

868,789

Series 2007-IQ16 Class A4, 5.809% 12/12/49

9,680,000

10,217,734

Series 2007-T25:

Class A1, 5.391% 11/12/49

229,373

235,653

Class A2, 5.507% 11/12/49

1,705,000

1,861,322

Series 2007-T27 Class A4, 5.6487% 6/11/42 (h)

3,492,000

3,841,042

Series 2003-IQ6 Class X2, 0.5807% 12/15/41 (d)(h)(j)

11,219,769

81,534

Series 2005-IQ9 Class X2, 1.0854% 7/15/56 (d)(h)(j)

19,294,928

274,698

Series 2006-HQ10 Class X2, 0.4996% 11/12/41 (d)(h)(j)

8,898,187

96,906

Series 2006-HQ8 Class A3, 5.4379% 3/12/44 (h)

2,689,000

2,757,714

Series 2006-HQ9 Class B, 5.832% 7/12/44 (h)

2,573,000

1,904,020

Series 2006-IQ11:

Class A3, 5.7325% 10/15/42 (h)

2,878,000

3,070,551

Class A4, 5.7685% 10/15/42 (h)

520,000

578,328

Series 2006-IQ12 Class B, 5.468% 12/15/43

1,734,000

433,500

Series 2006-T23 Class A3, 5.8072% 8/12/41 (h)

885,000

954,073

Series 2007-HQ11 Class B, 5.538% 2/20/44 (h)

3,144,000

1,131,840

Series 2007-IQ14:

Class A4, 5.692% 4/15/49 (h)

2,601,000

2,640,351

Class AAB, 5.654% 4/15/49

4,940,000

5,281,044

Class B, 5.7249% 4/15/49 (h)

426,000

102,240

Series 2007-XLC1:

Class C, 0.872% 7/17/17 (d)(h)

2,738,874

68,472

Class D, 0.972% 7/17/17 (d)(h)

1,289,823

32,246

Class E, 1.072% 7/17/17 (d)(h)

1,049,163

26,229

Commercial Mortgage Securities - continued

 

Principal Amount

Value

Morgan Stanley Dean Witter Capital I Trust sequential payer Series 2001-PPM Class A2, 6.4% 2/15/31

$ 17,245

$ 17,622

Salomon Brothers Mortgage Securities VII, Inc. sequential payer Series 2000-C3 Class A2, 6.592% 12/18/33

529,776

529,610

Structured Asset Securities Corp. Series 1997-LLI Class D, 7.15% 10/12/34

194,714

202,823

TrizecHahn Office Properties Trust Series 2001-TZHA Class C4, 6.893% 5/15/16 (d)

1,474,000

1,502,503

Wachovia Bank Commercial Mortgage Trust:

floater:

Series 2005-WL5A Class K, 1.4759% 1/15/18 (d)(h)

1,041,000

1,035,076

Series 2006-WL7A:

Class E, 0.5519% 9/15/21 (d)(h)

1,481,000

878,786

Class F, 0.6119% 8/11/18 (d)(h)

1,532,000

639,807

Class G, 0.6319% 8/11/18 (d)(h)

1,452,000

589,540

Class J, 0.8719% 8/11/18 (d)(h)

323,000

82,708

Series 2007-WHL8:

Class AP1, 0.9759% 6/15/20 (d)(h)

93,624

51,493

Class AP2, 1.0759% 6/15/20 (d)(h)

157,378

78,689

Class F, 0.7559% 6/15/20 (d)(h)

3,844,000

961,000

Class LXR1, 0.9759% 6/15/20 (d)(h)

212,473

127,484

Class LXR2, 1.0759% 6/15/20 (d)(h)

2,620,829

1,310,414

sequential payer:

Series 2003-C6 Class A2, 4.498% 8/15/35

101,448

101,380

Series 2003-C7 Class A1, 4.241% 10/15/35 (d)

2,964,535

2,989,414

Series 2003-C8 Class A3, 4.445% 11/15/35

7,552,000

7,723,985

Series 2004-C14 Class A2, 4.368% 8/15/41

8,865,967

9,149,424

Series 2006-C27 Class A2, 5.624% 7/15/45

1,549,000

1,587,909

Series 2006-C29:

Class A1, 5.11% 11/15/48

552,285

559,593

Class A3, 5.313% 11/15/48

4,606,000

4,903,831

Class A4, 5.308% 11/15/48

12,000,000

12,841,876

Series 2007-C30:

Class A1, 5.031% 12/15/43

118,287

119,462

Class A3, 5.246% 12/15/43

1,489,000

1,502,558

Class A4, 5.305% 12/15/43

510,000

508,926

Class A5, 5.342% 12/15/43

1,855,000

1,807,317

Series 2007-C31:

Class A1, 5.14% 4/15/47

153,133

154,807

Class A4, 5.509% 4/15/47

6,419,000

6,349,493

Commercial Mortgage Securities - continued

 

Principal Amount

Value

Wachovia Bank Commercial Mortgage Trust: - continued

sequential payer:

Series 2007-C32:

Class A2, 5.735% 6/15/49 (h)

$ 2,081,000

$ 2,165,283

Class A3, 5.74% 6/15/49 (h)

28,312,000

28,200,114

Series 2003-C6 Class G, 5.125% 8/15/35 (d)(h)

824,000

777,145

Series 2003-C8 Class XP, 0.1813% 11/15/35 (d)(h)(j)

3,313,108

3,451

Series 2003-C9 Class XP, 0.4499% 12/15/35 (d)(h)(j)

4,638,507

6,192

Series 2004-C15:

Class 180A, 5.5782% 10/15/41 (d)(h)

1,333,000

1,239,690

Class 180B, 5.3979% 10/15/41 (d)(h)

607,000

546,300

Series 2005-C19 Class B, 4.892% 5/15/44

1,734,000

1,417,550

Series 2005-C22:

Class B, 5.3598% 12/15/44 (h)

3,845,000

2,641,129

Class F, 5.3598% 12/15/44 (d)(h)

2,892,000

1,155,694

Series 2006-C29 Class E, 5.516% 11/15/48 (h)

1,734,000

537,087

Series 2007-C30:

Class C, 5.483% 12/15/43 (h)

5,202,000

863,677

Class D, 5.513% 12/15/43 (h)

2,774,000

237,940

Class XP, 0.4367% 12/15/43 (d)(h)(j)

19,971,765

272,716

Series 2007-C31 Class C, 5.6935% 4/15/47 (h)

4,147,000

879,082

Series 2007-C31A Class A2, 5.421% 4/15/47

11,870,000

12,288,207

Series 2007-C32:

Class D, 5.74% 6/15/49 (h)

1,303,000

259,794

Class E, 5.74% 6/15/49 (h)

2,054,000

351,342

Wachovia Bank Commercial Mortgage Trust pass-thru certificates:

sequential payer Series 2007-C33:

Class A4, 5.902% 2/15/51 (h)

1,500,000

1,523,323

Class A5, 5.902% 2/15/51 (h)

2,818,000

2,854,212

Series 2007-C33 Class B, 5.902% 2/15/51 (h)

2,916,000

951,451

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $727,630,129)

934,707,252

Municipal Securities - 0.3%

 

California Gen. Oblig.:

5.25% 4/1/14

9,500,000

10,077,220

6.2% 3/1/19

7,000,000

7,598,850

7.5% 4/1/34

6,800,000

7,633,952

Municipal Securities - continued

 

Principal Amount

Value

California Gen. Oblig.: - continued

7.55% 4/1/39

$ 10,200,000

$ 11,586,384

Illinois Gen. Oblig. Series 2010, 4.421% 1/1/15

9,780,000

9,974,818

TOTAL MUNICIPAL SECURITIES

(Cost $43,581,993)

46,871,224

Foreign Government and Government Agency Obligations - 0.1%

 

Brazilian Federative Republic 4.875% 1/22/21

5,930,000

6,359,925

Chilean Republic 7.125% 1/11/12

2,128,000

2,289,941

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $8,326,301)

8,649,866

Supranational Obligations - 0.0%

 

Corporacion Andina de Fomento 5.2% 5/21/13
(Cost $499,864)

528,000

567,345

Bank Notes - 0.0%

 

National City Bank, Cleveland 0.6384% 3/1/13 (h)
(Cost $2,962,503)

3,474,000

3,370,848

Fixed-Income Funds - 20.8%

Shares

 

Fidelity Corporate Bond 1-10 Year Central Fund (i)

4,549,729

496,693,915

Fidelity Mortgage Backed Securities Central Fund (i)

25,364,236

2,690,638,106

Fidelity Specialized High Income Central Fund (i)

1,924,110

188,755,230

TOTAL FIXED-INCOME FUNDS

(Cost $3,225,569,828)

3,376,087,251

Preferred Securities - 0.0%

Principal Amount

Value

FINANCIALS - 0.0%

Diversified Financial Services - 0.0%

ING Groep NV 5.775% (h)

$ 735,000

$ 614,279

MUFG Capital Finance 1 Ltd. 6.346% (h)

4,742,000

4,758,130

 

5,372,409

TOTAL PREFERRED SECURITIES

(Cost $3,678,126)

5,372,409

Cash Equivalents - 5.8%

Maturity Amount

 

Investments in repurchase agreements in a joint trading account at 0.25%, dated 8/31/10 due 9/1/10 (Collateralized by U.S. Government Obligations) #
(Cost $949,534,000)

$ 949,540,552

949,534,000

TOTAL INVESTMENT PORTFOLIO - 106.6%

(Cost $16,110,551,622)

17,336,885,153

NET OTHER ASSETS (LIABILITIES) - (6.6)%

(1,068,799,523)

NET ASSETS - 100%

$ 16,268,085,630

Swap Agreements

 

Expiration Date

Notional
Amount

 

Interest Rate Swaps

Receive semi-annually a fixed rate equal to 1.2857% and pay quarterly a floating rate based on 3-month LIBOR with JPMorgan Chase, Inc.

June 2012

$ 325,000,000

$ 4,530,013

Legend

(a) Non-income producing

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

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

(d) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $785,904,515 or 4.8% of net assets.

(e) Under the Temporary Liquidity Guarantee Program, the Federal Deposit Insurance Corporation guarantees principal and interest in the event of payment default or bankruptcy until the earlier of maturity date of the debt or until June 30, 2012. At the end of the period these securities amounted to $16,446,320 or 0.1% of net assets.

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

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

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

(i) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited schedule of portfolio holdings for each Fidelity Central Fund is filed with the SEC for the first and third quarters of each fiscal year on Form N-Q and is available upon request or at the SEC's web site at www.sec.gov. An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro rata share of securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's web site or upon request.

(j) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool held as of the end of the period.

# Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty

Value

$949,534,000 due 9/01/10 at 0.25%

Banc of America Securities LLC

$ 73,925,376

Bank of America NA

110,962,076

Barclays Capital, Inc.

221,924,153

Goldman, Sachs & Co.

36,987,359

Merrill Lynch Government Securities, Inc.

66,577,246

Mizuho Securities USA, Inc.

295,898,870

Morgan Stanley & Co., Inc.

143,258,920

 

$ 949,534,000

Affiliated Central Funds

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

Fund

Income earned

Fidelity Corporate Bond 1-10 Year Central Fund

$ 16,563,259

Fidelity Mortgage Backed Securities Central Fund

98,159,901

Fidelity Specialized High Income Central Fund

12,902,465

Total

$ 127,625,625

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

Fund

Value, beginning of period

Purchases

Sales
Proceeds

Value, end of period

% ownership, end of period

Fidelity Corporate Bond 1-10 Year Central Fund

$ 264,894,560

$ 650,771,236

$ 440,502,962

$ 496,693,915

24.1%

Fidelity Corporate Bond 1-5 Year Central Fund

114,361,754

-

115,884,085 *

-

0.0%

Fidelity Mortgage Backed Securities Central Fund

2,354,698,653

1,048,914,467

820,335,138

2,690,638,106

38.3%

Fidelity Specialized High Income Central Fund

159,633,558

12,902,249

-

188,755,230

43.1%

Total

$ 2,893,588,525

$ 1,712,587,952

$ 1,376,722,185

$ 3,376,087,251

* Includes the value of shares redeemed through in-kind transactions. See Note 8 of the Notes to Financial Statements.

Other Information

The following is a summary of the inputs used, as of August 31, 2010, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Corporate Bonds

$ 3,388,744,973

$ -

$ 3,388,744,973

$ -

U.S. Government and Government Agency Obligations

6,241,348,119

-

6,241,348,119

-

U.S. Government Agency - Mortgage Securities

1,714,690,045

-

1,714,690,045

-

Asset-Backed Securities

492,465,254

-

466,885,025

25,580,229

Collateralized Mortgage Obligations

174,476,567

-

167,761,640

6,714,927

Commercial Mortgage Securities

934,707,252

-

894,214,873

40,492,379

Municipal Securities

46,871,224

-

46,871,224

-

Foreign Government and Government Agency Obligations

8,649,866

-

8,649,866

-

Supranational Obligations

567,345

-

567,345

-

Bank Notes

3,370,848

-

3,370,848

-

Fixed-Income Funds

3,376,087,251

3,376,087,251

-

-

Preferred Securities

5,372,409

-

5,372,409

-

Cash Equivalents

949,534,000

-

949,534,000

-

Total Investments in Securities:

$ 17,336,885,153

$ 3,376,087,251

$ 13,888,010,367

$ 72,787,535

Derivative Instruments:

Assets

Swap Agreements

$ 4,530,013

$ -

$ 4,530,013

$ -

Other Financial Instruments:

Forward Commitment

$ (747,206)

$ -

$ (747,206)

$ -

The following is a reconciliation of Investments in Securities and Derivative Instruments for which Level 3 inputs were used in determining value:

Investments in Securities:

Beginning Balance

$ 88,355,935

Total Realized Gain (Loss)

8,768,629

Total Unrealized Gain (Loss)

7,304,464

Cost of Purchases

184,829

Proceeds of Sales

(26,652,211)

Amortization/Accretion

3,588,262

Transfers in to Level 3

28,701,869

Transfers out of Level 3

(37,464,242)

Ending Balance

$ 72,787,535

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at August 31, 2010

$ 9,863,568

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period, and includes the value of securities received through affiliated in-kind transactions. See Note 8 of the Notes to Financial Statements. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by risk exposure as of August 31, 2010. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Risk Exposure /
Derivative Type

Value

 

Asset

Liability

Interest Rate Risk

Swap Agreements (a)

$ 4,530,013

$ -

Total Interest Rate Risk

4,530,013

-

Total Value of Derivatives

$ 4,530,013

$ -

(a) Value is disclosed on the Statement of Assets and Liabilities in the Unrealized Appreciation and Unrealized Depreciation on Swap Agreements line-items.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

  

August 31, 2010

Assets

Investment in securities, at value (including repurchase agreements of $949,534,000) - See accompanying schedule:

Unaffiliated issuers (cost $12,884,981,794)

$ 13,960,797,902

 

Fidelity Central Funds (cost $3,225,569,828)

3,376,087,251

 

Total Investments (cost $16,110,551,622)

 

$ 17,336,885,153

Commitment to sell securities on a delayed delivery basis

(324,212,417)

Receivable for securities sold on a delayed delivery basis

323,465,211

(747,206)

Receivable for investments sold, regular delivery

143,537,059

Receivable for fund shares sold

2,124,456

Interest receivable

79,482,785

Distributions receivable from Fidelity Central Funds

10,050,698

Unrealized appreciation on swap agreements

4,530,013

Receivable from investment adviser for expense reductions

130,276

Total assets

17,575,993,234

 

 

 

Liabilities

Payable to custodian bank

$ 56,854

Payable for investments purchased
Regular delivery

75,651,051

Delayed delivery

1,209,925,553

Payable for fund shares redeemed

16,003,252

Accrued management fee

4,773,973

Other affiliated payables

1,496,921

Total liabilities

1,307,907,604

 

 

 

Net Assets

$ 16,268,085,630

Net Assets consist of:

 

Paid in capital

$ 14,663,552,333

Undistributed net investment income

77,575,633

Accumulated undistributed net realized gain (loss) on investments

296,841,326

Net unrealized appreciation (depreciation) on investments

1,230,116,338

Net Assets

$ 16,268,085,630

Series Investment Grade Bond:

Net Asset Value, offering price and redemption price per share ($14,060,678,049 ÷ 1,177,468,794 shares)

$ 11.94

 

 

 

Class F:

Net Asset Value, offering price and redemption price per share ($2,207,407,581 ÷ 184,794,386 shares)

$ 11.95

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

Annual Report

Financial Statements - continued

Statement of Operations

  

Year ended August 31, 2010

 

  

  

Investment Income

  

  

Dividends

 

$ 373,835

Interest

 

491,688,546

Income from Fidelity Central Funds

 

127,625,625

Total income

 

619,688,006

 

 

 

Expenses

Management fee

$ 51,622,920

Transfer agent fees

17,674,764

Independent trustees' compensation

49,541

Miscellaneous

54,941

Total expenses before reductions

69,402,166

Expense reductions

(3,959,122)

65,443,044

Net investment income

554,244,962

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

267,423,051

Fidelity Central Funds

86,284,166

 

Total net realized gain (loss)

 

353,707,217

Change in net unrealized appreciation (depreciation) on:

Investment securities

622,717,214

Swap agreements

4,530,013

Delayed delivery commitments

2,246,915

 

Total change in net unrealized appreciation (depreciation)

 

629,494,142

Net gain (loss)

983,201,359

Net increase (decrease) in net assets resulting from operations

$ 1,537,446,321

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

Annual Report

Statement of Changes in Net Assets

  

Year ended
August 31,
2010

For the period
October 8, 2008
(commencement of operations) to
August 31, 2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 554,244,962

$ 259,689,699

Net realized gain (loss)

353,707,217

100,349,850

Change in net unrealized appreciation (depreciation)

629,494,142

600,622,196

Net increase (decrease) in net assets resulting
from operations

1,537,446,321

960,661,745

Distributions to shareholders from net investment income

(534,029,234)

(211,719,049)

Distributions to shareholders from net realized gain

(146,409,587)

(1,288,580)

Total distributions

(680,438,821)

(213,007,629)

Share transactions - net increase (decrease)

3,528,208,062

11,135,215,952

Total increase (decrease) in net assets

4,385,215,562

11,882,870,068

 

 

 

Net Assets

Beginning of period

11,882,870,068

-

End of period (including undistributed net investment income of $77,575,633 and undistributed net investment income of $51,824,888, respectively)

$ 16,268,085,630

$ 11,882,870,068

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

Annual Report

Financial Highlights - Series Investment Grade Bond

Years ended August 31,

2010

2009 G

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 11.29

$ 10.00

Income from Investment Operations

 

 

Net investment income D

  .432

  .486

Net realized and unrealized gain (loss)

  .765

  1.146

Total from investment operations

  1.197

  1.632

Distributions from net investment income

  (.422)

  (.332)

Distributions from net realized gain

  (.125)

  (.010)

Total distributions

  (.547)

  (.342)

Net asset value, end of period

$ 11.94

$ 11.29

Total Return B, C

  10.90%

  16.54%

Ratios to Average Net Assets E, H

 

 

Expenses before reductions

  .48%

  .50% A

Expenses net of fee waivers, if any

  .45%

  .45% A

Expenses net of all reductions

  .45%

  .45% A

Net investment income

  3.75%

  5.07% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 14,060,678

$ 11,881,921

Portfolio turnover rate F

  109% I

  156% A, I

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period October 8, 2008 (commencement of operations) to August 31, 2009.

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

I The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Class F

Years ended August 31,

2010

2009 G

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 11.30

$ 10.96

Income from Investment Operations

 

 

Net investment income D

  .442

  .104

Net realized and unrealized gain (loss)

  .767

  .323

Total from investment operations

  1.209

  .427

Distributions from net investment income

  (.434)

  (.087)

Distributions from net realized gain

  (.125)

  -

Total distributions

  (.559)

  (.087)

Net asset value, end of period

$ 11.95

$ 11.30

Total Return B, C

  11.00%

  3.91%

Ratios to Average Net Assets E, H

 

 

Expenses before reductions

  .35%

  .35% A

Expenses net of fee waivers, if any

  .35%

  .35% A

Expenses net of all reductions

  .35%

  .35% A

Net investment income

  3.85%

  5.63% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 2,207,408

$ 949

Portfolio turnover rate F

  109% I

  156% A, I

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period June 26, 2009 (commencement of sale of shares) to August 31, 2009.

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

I The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Notes to Financial Statements

For the period ended August 31, 2010

1. Organization.

Fidelity Series Investment Grade Bond Fund (the Fund) is a fund of Fidelity Fixed-Income Trust (the Trust) and is authorized to issue an unlimited number of shares. Shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as an investment manager. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Series Investment Grade Bond and Class F shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class F shares of the Fund are only available for purchase by mutual funds for which FMR or an affiliate serves as investment manager. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

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

Based on their investment objective, each Fidelity Central Fund may invest or participate in various investment vehicles or strategies that are similar to those of the Fund. These strategies are consistent with the investment objectives of the Fund and may involve certain economic risks which may cause a decline in value of each of the Fidelity Central Funds and thus a decline in the value of the Fund. The following summarizes the Fund's investment in each Fidelity Central Fund.

Annual Report

Notes to Financial Statements - continued

2. Investments in Fidelity Central Funds - continued

Fidelity Central Fund

Investment Manager

Investment Objective

Investment Practices

Fidelity Corporate Bond 1-10 Year Central Fund

Fidelity Investment Money Management, Inc. (FIMM)

Seeks a high level of income by normally investing in investment-grade corporate bonds and other corporate debt securities and repurchase agreements for those securities.

Delayed Delivery & When Issued Securities

Repurchase Agreements

Restricted Securities

Swap Agreements

Fidelity Mortgage Backed Securities Central Fund

FIMM

Seeks a high level of income by normally investing in investment-grade mortgage-related securities and repurchase agreements for those securities.

Delayed Delivery & When Issued Securities

Futures

Repurchase Agreements

Swap Agreements

Fidelity Specialized High Income Central Fund

FMR Co., Inc. (FMRC)

Seeks a high level of current income by normally investing in income-producing debt securities, with an emphasis on lower-quality debt securities.

Loans & Direct Debt Instruments

Repurchase Agreements

Restricted Securities

An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds which contain the significant accounting policies (including security valuation policies) of those funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

Annual Report

3. Significant Accounting Policies - continued

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of August 31, 2010, for the Fund's investments, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, bank notes, foreign government and government agency obligations, municipal securities, preferred securities, supranational obligations, and U.S. government and government agency obligations, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. For asset backed securities, collateralized mortgage obligations, commercial mortgage securities and U.S. government agency mortgage securities, pricing services utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and, accordingly, such securities are generally categorized as Level 2 in the hierarchy.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates fair value and are categorized as Level 2 in the hierarchy.

Swaps are marked-to-market daily based on valuations from independent pricing services or dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Pricing services utilize matrix pricing which considers comparisons to interest rate curves, credit spread curves, default possibilities and recovery rates and, as a result, swaps are generally categorized as Level 2 in the hierarchy.

When independent prices are unavailable or unreliable, debt securities and swaps may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted to the rate of inflation. Interest is accrued based on the principal value, which is adjusted for inflation. The adjustments to principal due to inflation are reflected as increases or decreases to interest income even though principal is not received until maturity. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability 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 amongst each fund in the Trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of August 31, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

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

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

Book-tax differences are primarily due to swap agreements, market discount, partnerships (including allocations from Fidelity Central Funds) and losses deferred due to wash sales.

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

Gross unrealized appreciation

$ 1,230,179,564

Gross unrealized depreciation

(9,089,248)

Net unrealized appreciation (depreciation)

$ 1,221,090,316

Tax Cost

$ 16,115,794,837

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 235,640,149

Undistributed long-term capital gain

$ 144,384,688

Net unrealized appreciation (depreciation)

$ 1,224,369,338

The tax character of distributions paid was as follows:

 

August 31, 2010

August 31, 2009

Ordinary Income

$ 674,582,438

$ 213,007,629

Long-term Capital Gains

5,856,383

-

Total

$ 680,438,821

$ 213,007,629

Annual Report

Notes to Financial Statements - continued

4. Operating Policies.

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

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

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

Annual Report

5. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund uses derivative instruments (derivatives), including swap agreements, in order to meet its investment objectives. The strategy is to use derivatives to increase returns, to gain exposure to certain types of assets and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives may increase or decrease its exposure to the following risk:

Interest Rate Risk

Interest rate risk relates to the fluctuations in the value of interest-bearing securities due to changes in the prevailing levels of market interest rates.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to sell the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain over-the-counter derivatives, the Fund attempts to reduce its exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association (ISDA) Master Agreement on a bilateral basis with each of its counterparties. The ISDA Master Agreement gives each counterparty the right to terminate all transactions traded under such agreement if there is a certain deterioration in the credit quality of the other party. The ISDA Master Agreement gives the Fund the right, upon an event of default by the applicable counterparty or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net payable by one party to the other. To mitigate counterparty credit risk, the Fund offsets certain payables and/or receivables with collateral. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with the Fund's custodian bank in accordance with the collateral agreements entered into between the Fund, the swap counterparty and the Fund's custodian bank and, if required, is identified in the Schedule of Investments. The Fund could experience delays and costs in gaining access to the collateral even though it is held by the Fund's custodian bank. The Fund's maximum risk of loss from counterparty credit risk is generally the aggregate unrealized appreciation and unpaid counterparty fees in excess of any collateral pledged by the counterparty to the Fund. Risk of loss may exceed the amounts recognized in the Statement of Assets and Liabilities.

Annual Report

Notes to Financial Statements - continued

5. Derivative Instruments - continued

Net Realized Gain (Loss) and Change in Net Unrealized Appreciation (Depreciation) on Derivatives. The table below, which reflects the impacts of derivatives on the financial performance of the Fund, summarizes the net realized gain (loss) and change in net unrealized appreciation (depreciation) for derivatives during the period.

Risk Exposure / Derivative Type

Change in Net Unrealized Appreciation (Depreciation)

Interest Rate Risk

 

Swap Agreements (a)

$ 4,530,013

(a) A summary of the value of derivatives by risk exposure as of period end, if any, is included at the end of the Schedule of Investments and is representative of activity for the period.

Swap Agreements. A swap agreement (swap) is a contract between two parties to exchange future cash flows at periodic intervals based on a notional principal amount.

Details of swaps open at period end, if any, are included in the Schedule of Investments under the caption "Swap Agreements." Swaps are marked-to-market daily and changes in value are recorded as unrealized appreciation or (depreciation) and reflected in the Statement of Assets and Liabilities. Any upfront payments made or received upon entering a swap to compensate for differences between stated terms of the agreement and prevailing market conditions (e.g. credit spreads, interest rates or other factors) are recorded as realized gain or (loss) ratably over the term of the swap. Payments are exchanged at specified intervals, accrued daily commencing with the effective date of the contract and recorded as realized gain or (loss). Realized gain or (loss) is also recorded in the event of an early termination of a swap. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on swaps during the period is included in the Statement of Operations.

Risks of loss may include interest rate risk. In addition, there is the risk of failure by the counterparty to perform under the terms of the agreement and lack of liquidity in the market.

Interest Rate Swaps. Interest rate swaps are agreements between counterparties to exchange cash flows, one based on a fixed rate, and the other on a floating rate. The Fund entered into interest rate swaps to manage its exposure to interest rate changes. Changes in interest rates can have an effect on both the value of bond holdings as well as the amount of interest income earned. In general, the value of bonds can fall when interest rates rise and can rise when interest rates fall.

Annual Report

6. Purchases and Sales of Investments.

Purchases and sales of securities (including the Fixed-Income Central Funds), other than short-term securities, U.S. government securities and liquidations executed in-kind from Affiliated Central Funds aggregated $3,484,495,752 and $3,029,351,600, respectively.

7. 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 that is based on an annual rate of .35% of the Fund's average net assets. FMR pays all other expenses, except the compensation of the independent Trustees and certain exceptions such as transfer agent fees and interest expense, including commitment fees.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Series Investment Grade Bond. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each applicable class were as follows:

 

Amount

% of
Average
Net Assets

Series Investment Grade Bond

$ 17,674,764

.13

8. Other Affiliated Transactions.

On September 25, 2009, the Fidelity Corporate Bond 1-5 Year Central Fund ("1-5 Year"), a Fidelity Central Fund in which the Fund was invested, was liquidated pursuant to a Plan of Liquidation and Dissolution approved by its Board. Under the plan, 1-5 Year distributed in-kind all of its net assets to its shareholders pro rata at its net asset value (NAV) per share as of the close of business on the liquidation date. As a result, the Fund received cash and securities, including accrued interest, of $115,884,085 in return for 1,118,015 shares of 1-5 Year. Because 1-5 Year was a partnership for federal income tax purposes, the liquidation generally was tax free to the Fund.

Annual Report

Notes to Financial Statements - continued

9. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $54,941 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

10. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in cash equivalents. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of interest income. Net income from lending portfolio securities during the period amounted to $168,000.

11. Expense Reductions.

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

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Series Investment Grade Bond

.45%

$ 3,957,874

In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $1,248.

Annual Report

12. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended August 31,

2010

2009 A,B

From net investment income

 

 

Series Investment Grade Bond

$ 502,064,508

$ 211,712,563

Class F

31,964,726

6,486

Total

$ 534,029,234

$ 211,719,049

From net realized gain

 

 

Series Investment Grade Bond

$ 144,072,070

$ 1,288,580

Class F

2,337,517

-

Total

$ 146,409,587

$ 1,288,580

A Distributions for Series Investment Grade Bond are for the period October 8, 2008 (commencement of operations) to August 31, 2009.

B Distributions for Class F are for the period June 26, 2009 (commencement of sale of shares) to August 31, 2009.

13. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended August 31,

2010

2009 A,B

2010

2009 A,B

Series Investment Grade Bond

 

 

 

 

Shares sold

456,565,125

1,145,382,971

$ 5,245,451,728

$ 12,102,588,771

Reinvestment of distributions

56,145,905

19,452,109

646,136,578

213,001,143

Shares redeemed

(387,299,981)

(112,777,335)

(4,496,711,469)

(1,181,297,780)

Net increase (decrease)

125,411,049

1,052,057,745

$ 1,394,876,837

$ 11,134,292,134

Class F

 

 

 

 

Shares sold

202,455,008

83,464

$ 2,340,966,037

$ 917,485

Reinvestment of distributions

2,951,002

576

34,302,243

6,486

Shares redeemed

(20,695,650)

(14)

(241,937,055)

(153)

Net increase (decrease)

184,710,360

84,026

$ 2,133,331,225

$ 923,818

A Share transactions for Series Investment Grade Bond are for the period October 8, 2008 (commencement of operations) to August 31, 2009.

B Share transactions for Class F are for the period June 26, 2009 (commencement of sale of shares) to August 31, 2009.

Annual Report

Notes to Financial Statements - continued

14. Other.

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

At the end of the period, FMR or its affiliates were the owners of record of all of the outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Fixed-Income Trust and the Shareholders of Fidelity Series Investment Grade Bond 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 Series Investment Grade Bond Fund (a fund of Fidelity Fixed-Income Trust) at August 31, 2010, the results of its operations for the year then ended, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Series Investment Grade Bond Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 20, 2010

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, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 189 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. 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.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Kenneth L. Wolfe serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may invest in Fidelity funds that are overseen by such other Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations and Audit Committees. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statements of Additional Information (SAIs) include more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544 for Fidelity Series Investment Grade Bond Fund or 1-800-835-5092 for Class F.

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Abigail P. Johnson (48)

 

Year of Election or Appointment: 2009

Ms. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Personal and Workplace Investing (2005-present). Ms. Johnson is a Director of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

James C. Curvey (75)

 

Year of Election or Appointment: 2007

Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-
present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University.

* 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.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Trustees and Officers - continued

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Albert R. Gamper, Jr. (68)

 

Year of Election or Appointment: 2006

Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). He also served as President and Chief Executive Officer of Tyco Capital Corporation (2001-2002). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System. Previously, Mr. Gamper served as Chairman of the Board of Governors, Rutgers University (2004-2007).

Robert F. Gartland (58)

 

Year of Election or Appointment: 2010

Mr. Gartland is a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-present) and is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).

Arthur E. Johnson (63)

 

Year of Election or Appointment: 2008

Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present) and AGL Resources, Inc. (holding company). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson and Ms. Abigail P. Johnson are not related.

Michael E. Kenneally (56)

 

Year of Election or Appointment: 2009

Prior to his retirement, Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity Fixed Income and Asset Allocation Funds (2008-2009). Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003-2005). Mr. Kenneally was a Director of the Credit Suisse Funds (U.S. mutual funds, 2004-2008) and certain other closed-end funds (2004-2005) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (69)

 

Year of Election or Appointment: 2007

Mr. Keyes serves as a member of the Boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, since 1998). Prior to his retirement, Mr. Keyes served as Chairman and Chief Executive Officer of Johnson Controls (automotive, building, and energy, 1998-2002) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (63)

 

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. Ms. Knowles currently serves as a Director of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is an Honorary Trustee of the Brookings Institution and a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California and the Foundation Board of the School of Architecture at the University of Virginia (2007-present). Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).

Kenneth L. Wolfe (71)

 

Year of Election or Appointment: 2005

Mr. Wolfe is Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2008-present). Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Executive Officers:

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

Name, Age; Principal Occupation

John R. Hebble (52)

 

Year of Election or Appointment: 2008 

President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present), Assistant Treasurer of other Fidelity funds (2009- present) and is an employee of Fidelity Investments.

Boyce I. Greer (54)

 

Year of Election or Appointment: 2005 or 2006

Vice President of Fidelity's Fixed Income Funds (2006) and Asset Allocation Funds (2005). Mr. Greer is also a Trustee of other investment companies advised by FMR. Mr. Greer is President of the Asset Allocation Division (2008-present), President and a Director of Strategic Advisers, Inc. (2008-present), President and a Director of Fidelity Investments Money Management, Inc. (2007-present), and an Executive Vice President of FMR (2005-present). Previously, Mr. Greer served as Executive Vice President of FMR Co., Inc. (2005-2009), and as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005).

Christopher P. Sullivan (56)

 

Year of Election or Appointment: 2009

Vice President of Fidelity's Bond Funds. Mr. Sullivan also serves as President of Fidelity's Bond Division (2009-present). Previously, Mr. Sullivan served as Managing Director, Co-Head of U.S. Fixed Income at Goldman Sachs Asset Management (2001-2009).

Christine J. Thompson (52)

 

Year of Election or Appointment: 2010

Vice President of Fidelity's Bond Funds. Ms. Thompson also serves as Chief Investment Officer of FMR's Bond Group (2010-present) and is an employee of Fidelity Investments. Previously, Ms. Thompson served as Director of Municipal Bond Portfolio Managers (2002-2010).

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

David J. Carter (37)

 

Year of Election or Appointment: 2010

Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Carter also serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2005-present).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (51)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Michael H. Whitaker (43)

 

Year of Election or Appointment: 2008

Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker is an employee of Fidelity Investments (2007-
present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Jeffrey S. Christian (48)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Stephanie J. Dorsey (41)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Deberghes also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2009

Assistant Treasurer of the Fidelity Fixed Income and Asset Allocation Funds. Mr. Robins also serves as President and Treasurer of other Fidelity funds (2008-present; 2010-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Series Investment Grade Bond Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

 

Pay Date

Record Date

Capital Gains

Class F

10/18/2010

10/15/2010

$0.259

Fidelity Series Investment Grade Bond

10/18/2010

10/15/2010

$0.259

The fund hereby designates as a capital gain dividend with respect to the taxable year ended August 31, 2010, $149,062,483, or, if subsequently determined to be different, the net capital gain of such year.

A total of 15.55% 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 designates $338,211,052 of distributions paid during the period January 1, 2010 to August 31, 2010 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Investments Money Management, Inc.

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

Fidelity Research & Analysis Company

Fidelity Management & Research (Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

LIG-ANN-1010
1.873109.101

fid280

Fidelity®
Short-Term Bond
Fund

Annual Report

August 31, 2010

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion of Fund Performance

<Click Here>

The Portfolio Managers' review of fund performance and strategy.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

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

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

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

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

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Abigail_P_Johnson)

Dear Shareholder:

A yearlong uptrend in global equity markets reversed course in late April 2010 when investor sentiment turned bearish due in great measure to concern that Europe's debt crisis would expand and slow or derail economic recovery. However, a bounceback in July helped to recover some of the ground that was lost. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

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

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

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

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

Sincerely,


(The chairman's signature appears here.)

Abigail P. Johnson

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended August 31, 2010

Past 1
year

Past 5
years

Past 10
years

  Fidelity® Short-Term Bond Fund

5.53%

2.70%

3.82%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Short-Term Bond Fund, a class of the fund, on August 31, 2000. The chart shows how the value of your investment would have changed, and also shows how the Barclays Capital U.S. 1-3 Year Government/Credit Bond Index performed over the same period.

fid519

Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. taxable bonds generated strong results during the 12-month period ending August 31, 2010, as evidenced by the 9.18% advance of the Barclays Capital U.S. Aggregate Bond Index, a broad measure of the domestic investment-grade debt universe. Riskier segments of the market fared best overall, led by corporate bonds and asset-backed securities (ABS). These sectors were big beneficiaries of robust demand from investors seeking attractively priced, higher-yielding investments amid signs of economic stabilization during much of the period. The Barclays Capital U.S. Credit Bond Index rose 12.87% and the Barclays Capital U.S. Fixed-Rate ABS Index returned 10.53%. The Barclays Capital U.S. Treasury Bond Index advanced 8.13%, with most of the gain coming in the second half of the period. That's when investors began to return to the relative safety of U.S. government bonds, as the economic outlook became less certain and worries about inflation receded. Elsewhere, mortgage-backed securities (MBS), bolstered largely by government purchase programs, increased 6.97%, as measured by the Barclays Capital U.S. MBS Index. Government-backed agency securities lagged the broader MBS market, with the Barclays Capital U.S. Agency Bond Index gaining 5.82%. Agency securities initially were constrained by investors' diminished appetite for bonds with lower perceived credit risk, but later were helped by the Federal Reserve's purchases of agency debt.

Comments from Robert Galusza and Robin Foley, Lead Portfolio Manager and Co-Portfolio Manager, respectively, of Fidelity® Short-Term Bond Fund: For the year, the fund's Retail Class shares gained 5.53%, while the Barclays Capital U.S. 1-3 Year Government/Credit Bond Index rose 3.40%. Most of the fund's outperformance versus the index can be attributed to sector selection, with a heavy emphasis throughout much of the period on strong-performing corporate bonds, ABS, collateralized mortgage obligations, and residential and commercial MBS. Each sector was driven by strong demand from investors seeking higher yields amid signs the economy and credit markets were stabilizing. Our positioning within corporates was fruitful, led by a large overweighting in financials. A corresponding underweighting in government securities also paid off, as did strong issue selection within the category and favorable yield-curve positioning overall. During the period, we reduced the fund's weighting in government agency securities and, to a lesser extent, other non-Treasury sectors - including eliminating exposure to eurodollar futures - based on valuations, and redeployed most of the proceeds into Treasuries.

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

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2010 to August 31, 2010).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Annual Report

Shareholder Expense Example - continued

 

Annualized Expense Ratio

Beginning
Account Value
March 1, 2010

Ending
Account Value
August 31, 2010

Expenses Paid
During Period
*
March 1, 2010
to August 31, 2010

Short-Term Bond

.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,022.40

$ 2.29

HypotheticalA

 

$ 1,000.00

$ 1,022.94

$ 2.29

Class F

.35%

 

 

 

Actual

 

$ 1,000.00

$ 1,022.90

$ 1.78

HypotheticalA

 

$ 1,000.00

$ 1,023.44

$ 1.79

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Quality Diversification (% of fund's net assets)

As of August 31, 2010

As of February 28, 2010

fid295

U.S. Government and
U.S. Government
Agency Obligations 59.7%

 

fid295

U.S. Government and
U.S. Government
Agency Obligations 51.4%

 

fid523

AAA 12.9%

 

fid523

AAA 13.7%

 

fid302

AA 8.3%

 

fid302

AA 8.5%

 

fid334

A 7.3%

 

fid334

A 9.1%

 

fid312

BBB 9.9%

 

fid312

BBB 10.8%

 

fid316

BB and Below 0.9%

 

fid316

BB and Below 1.2%

 

fid534

Not Rated 0.3%

 

fid534

Not Rated 0.4%

 

fid320

Short-Term Investments
and Net Other Assets 0.7%

 

fid320

Short-Term Investments
and Net Other Assets 4.9%

 

fid539

We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the report date and do not reflect subsequent downgrades. Securities rated BB or below were rated investment grade at the time of acquisition.

Weighted Average Maturity as of August 31, 2010

 

 

6 months ago

Years

2.4

2.4

Weighted Average Maturity (WAM) is a weighted average of all the maturities of the securities held in a fund. The weighted average maturity is based on the dollar-weighted average length of time until principal payments are expected or until securities reach maturity, taking into account any maturity shortening feature such as a call, refunding or redemption provision if it is probable that the issuer of the instrument will take advantage of such features.

Duration as of August 31, 2010

 

 

6 months ago

Years

1.9

1.8

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

Asset Allocation (% of fund's net assets)

As of August 31, 2010 *

As of February 28, 2010 **

fid295

Corporate Bonds 23.6%

 

fid295

Corporate Bonds 25.8%

 

fid523

U.S. Government and
U.S. Government
Agency Obligations 59.7%

 

fid523

U.S. Government and
U.S. Government
Agency Obligations 51.4%

 

fid302

Asset-Backed
Securities 9.7%

 

fid302

Asset-Backed
Securities 12.1%

 

fid334

CMOs and Other Mortgage Related Securities 5.7%

 

fid334

CMOs and Other Mortgage Related Securities 5.4%

 

fid312

Municipal Bonds 0.1%

 

fid312

Municipal Bonds 0.1%

 

fid534

Other Investments 0.5%

 

fid534

Other Investments 0.3%

 

fid320

Short-Term Investments
and Net Other Assets 0.7%

 

fid320

Short-Term Investments
and Net Other Assets 4.9%

 

fid555

* Foreign investments

8.2%

 

** Foreign investments

9.9%

 

* Futures and Swaps

0.0%

 

** Futures and Swaps

5.3%

 

Includes FDIC Guaranteed Corporate Securities.

Annual Report

Investments August 31, 2010

Showing Percentage of Net Assets

Nonconvertible Bonds - 23.6%

 

Principal Amount (000s)

Value (000s)

CONSUMER DISCRETIONARY - 2.1%

Auto Components - 0.3%

DaimlerChrysler NA Holding Corp.:

5.75% 9/8/11

$ 16,316

$ 17,075

5.875% 3/15/11

4,350

4,467

6.5% 11/15/13

6,814

7,784

 

29,326

Diversified Consumer Services - 0.1%

Yale University 2.9% 10/15/14

5,340

5,665

Household Durables - 0.3%

Fortune Brands, Inc.:

3% 6/1/12

6,820

6,915

5.125% 1/15/11

10,267

10,420

Whirlpool Corp. 6.125% 6/15/11

7,250

7,490

 

24,825

Media - 1.2%

Comcast Cable Communications, Inc. 6.75% 1/30/11

23,665

24,239

Comcast Corp. 5.45% 11/15/10

1,150

1,161

COX Communications, Inc. 7.125% 10/1/12

18,400

20,459

NBC Universal, Inc. 3.65% 4/30/15 (f)

7,820

8,202

News America, Inc. 5.3% 12/15/14

9,474

10,689

Time Warner Cable, Inc. 5.4% 7/2/12

20,680

22,189

Time Warner, Inc. 3.15% 7/15/15

11,388

11,706

 

98,645

Specialty Retail - 0.2%

Staples, Inc.:

7.375% 10/1/12

6,373

7,099

7.75% 4/1/11

7,050

7,317

 

14,416

TOTAL CONSUMER DISCRETIONARY

172,877

CONSUMER STAPLES - 1.2%

Beverages - 0.5%

Anheuser-Busch InBev Worldwide, Inc.:

2.5% 3/26/13 (f)

12,819

13,030

7.2% 1/15/14 (f)

11,100

12,940

Diageo Capital PLC 5.2% 1/30/13

2,405

2,625

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

CONSUMER STAPLES - continued

Beverages - continued

Diageo Finance BV 5.5% 4/1/13

$ 8,519

$ 9,412

The Coca-Cola Co. 3.625% 3/15/14

590

640

 

38,647

Food & Staples Retailing - 0.1%

Wal-Mart Stores, Inc. 2.25% 7/8/15

9,508

9,778

Food Products - 0.4%

Cargill, Inc. 5.2% 1/22/13 (f)

2,175

2,361

Kraft Foods, Inc.:

2.625% 5/8/13

19,534

20,158

5.625% 11/1/11

7,653

8,063

 

30,582

Tobacco - 0.2%

Altria Group, Inc.:

4.125% 9/11/15

7,500

7,958

8.5% 11/10/13

8,000

9,526

 

17,484

TOTAL CONSUMER STAPLES

96,491

ENERGY - 1.4%

Energy Equipment & Services - 0.0%

Weatherford International Ltd. 5.15% 3/15/13

401

429

Oil, Gas & Consumable Fuels - 1.4%

Cenovus Energy, Inc. 4.5% 9/15/14

11,287

12,382

Delek & Avner-Yam Tethys Ltd. 5.326% 8/1/13 (f)

6,093

6,140

Duke Energy Field Services 6.875% 2/1/11

454

465

EnCana Corp. 6.3% 11/1/11

936

989

Enterprise Products Operating LP 4.6% 8/1/12

9,289

9,726

Gazstream SA 5.625% 7/22/13 (f)

5,687

5,871

Nexen, Inc. 5.05% 11/20/13

334

362

NGPL PipeCo LLC 6.514% 12/15/12 (f)

6,699

7,037

Plains All American Pipeline LP 7.75% 10/15/12

1,925

2,148

Plains All American Pipeline LP/PAA Finance Corp. 4.25% 9/1/12

9,200

9,599

Ras Laffan Liquefied Natural Gas Co. Ltd. III 4.5% 9/30/12 (f)

3,544

3,732

Rockies Express Pipeline LLC 6.25% 7/15/13 (f)

8,777

9,560

Shell International Finance BV 1.875% 3/25/13

14,810

15,115

Southeast Supply Header LLC 4.85% 8/15/14 (f)

10,282

11,007

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Williams Companies, Inc. 6.375% 10/1/10 (f)

$ 11,000

$ 11,033

XTO Energy, Inc. 4.9% 2/1/14

8,743

9,795

 

114,961

TOTAL ENERGY

115,390

FINANCIALS - 13.1%

Capital Markets - 2.2%

Bear Stearns Companies, Inc.:

5.35% 2/1/12

401

425

6.95% 8/10/12

11,000

12,179

Goldman Sachs Group, Inc.:

3.625% 8/1/12

21,000

21,737

3.7% 8/1/15

7,094

7,182

4.75% 7/15/13

5,401

5,738

5.25% 10/15/13

5,483

5,934

Janus Capital Group, Inc. 6.125% 9/15/11 (d)

5,672

5,738

JPMorgan Chase & Co. 0.9575% 2/26/13 (k)

15,000

15,026

Merrill Lynch & Co., Inc.:

5.45% 2/5/13

7,360

7,856

6.05% 8/15/12

4,605

4,941

Morgan Stanley:

0.8299% 1/9/14 (k)

435

406

2.8763% 5/14/13 (k)

8,000

8,081

4.2% 11/20/14

12,995

13,382

5.25% 11/2/12

6,750

7,181

6% 5/13/14

13,390

14,595

Northern Trust Corp. 4.625% 5/1/14

1,346

1,489

Royal Bank of Scotland PLC 3.4% 8/23/13

8,000

8,102

The Bank of New York, Inc. 4.3% 5/15/14

5,445

5,955

UBS AG Stamford Branch:

1.4391% 2/23/12 (k)

14,500

14,587

2.25% 8/12/13

16,120

16,195

 

176,729

Commercial Banks - 4.6%

American Express Centurion Bank 5.2% 11/26/10

229

231

Bank of Montreal 2.125% 6/28/13

15,550

15,984

Bank of Nova Scotia 2.25% 1/22/13

24,370

24,989

Bank of Tokyo-Mitsubishi UFJ Ltd. 2.6% 1/22/13 (f)

17,770

18,181

Barclays Bank PLC 2.5% 1/23/13

17,050

17,361

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Commercial Banks - continued

Commonwealth Bank of Australia:

1.0893% 3/19/13 (f)(k)

$ 15,350

$ 15,338

3.75% 10/15/14 (f)

16,410

17,382

Credit Agricole SA 0.7178% 6/7/11 (f)(k)

10,000

9,943

Credit Suisse New York Branch 5% 5/15/13

36,750

39,764

DBS Bank Ltd. (Singapore) 0.5963% 5/16/17 (f)(k)

1,144

1,107

HSBC Holdings PLC 0.7336% 10/6/16 (k)

770

736

ING Bank NV 2.65% 1/14/13 (f)

14,190

14,291

Manufacturers & Traders Trust Co. 2.033% 4/1/13 (f)(k)

485

477

National Australia Bank Ltd. 2.35% 11/16/12 (f)

17,518

17,827

PNC Funding Corp.:

0.615% 1/31/12 (k)

470

469

3% 5/19/14

8,490

8,728

3.625% 2/8/15

8,119

8,533

Rabobank Nederland NV 2.65% 8/17/12 (f)

39,550

40,670

Regions Financial Corp. 4.875% 4/26/13

7,700

7,773

Royal Bank of Scotland PLC 1.5% 3/30/12 (f)

17,050

17,215

Santander US Debt SA Unipersonal 2.485% 1/18/13 (f)

14,500

14,278

Sovereign Bank 2.1756% 8/1/13 (k)

1,101

1,038

SunTrust Bank 6.375% 4/1/11

3,000

3,088

Svenska Handelsbanken AB 2.875% 9/14/12 (f)

22,266

22,839

US Bancorp 4.2% 5/15/14

8,510

9,300

Wachovia Corp. 0.6363% 4/23/12 (k)

49

49

Wells Fargo & Co.:

3.625% 4/15/15

7,400

7,744

4.375% 1/31/13

10,956

11,685

5.25% 10/23/12

3,290

3,538

Westpac Banking Corp.:

1.0811% 4/8/13 (f)(k)

8,700

8,700

2.1% 8/2/13

3,181

3,218

2.25% 11/19/12

10,339

10,518

 

372,994

Consumer Finance - 1.7%

American Honda Finance Corp. 2.375% 3/18/13 (f)

3,000

3,065

Capital One Financial Corp.:

5.7% 9/15/11

3,618

3,767

7.375% 5/23/14

13,000

15,147

Caterpillar Financial Services Corp. 2% 4/5/13

5,668

5,804

General Electric Capital Corp.:

2.8% 1/8/13

1,270

1,306

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Consumer Finance - continued

General Electric Capital Corp.: - continued

3.5% 8/13/12

$ 80,000

$ 83,143

3.5% 6/29/15

2,968

3,073

5.9% 5/13/14

4,902

5,543

Household Finance Corp. 6.375% 10/15/11

378

399

HSBC Finance Corp.:

5.25% 1/14/11

268

272

5.9% 6/19/12

6,125

6,518

John Deere Capital Corp. 1.875% 6/17/13

12,414

12,678

 

140,715

Diversified Financial Services - 2.6%

Bank of America Corp. 5.375% 8/15/11

8,270

8,636

BB&T Corp. 3.375% 9/25/13

6,700

7,016

BNP Paribas US Medium-Term Note Program LLC 2.125% 12/21/12

11,280

11,470

BP Capital Markets PLC 3.125% 3/10/12

8,461

8,477

Citigroup, Inc.:

2.3844% 8/13/13 (k)

6,181

6,226

4.75% 5/19/15

8,020

8,262

5.125% 5/5/14

1,269

1,337

5.5% 4/11/13

6,500

6,901

6% 12/13/13

19,555

21,100

6.375% 8/12/14

2,530

2,768

6.5% 1/18/11

174

178

6.5% 8/19/13

7,379

8,070

Deutsche Bank AG London Branch 2.375% 1/11/13

29,670

30,206

Iberbond 2004 PLC 4.826% 12/24/17 (m)

6,749

6,277

JPMorgan Chase & Co.:

4.75% 5/1/13

9,337

10,121

4.891% 9/1/15 (k)

13,913

13,837

6.75% 2/1/11

50

51

MassMutual Global Funding II 3.625% 7/16/12 (f)

4,300

4,489

New York Life Global Fund:

2.25% 12/14/12 (f)

6,570

6,718

5.25% 10/16/12 (f)

10,930

11,823

OAO Industry & Construction Bank 6.2% 9/29/15 (Issued by Or-ICB SA for OAO Industry & Construction Bank) (k)

1,425

1,375

Pricoa Global Funding I 5.45% 6/11/14 (f)

5,730

6,372

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Diversified Financial Services - continued

Prime Property Funding, Inc.:

5.35% 4/15/12 (f)

$ 628

$ 644

5.5% 1/15/14 (f)

144

146

USAA Capital Corp. 3.5% 7/17/14 (f)

9,044

9,590

Volkswagen International Finance NV 1.625% 8/12/13 (f)

6,457

6,471

Whirlpool Corp. 8% 5/1/12

7,298

7,968

ZFS Finance USA Trust IV 5.875% 5/9/62 (f)(k)

500

448

 

206,977

Insurance - 0.8%

Berkshire Hathaway, Inc. 2.125% 2/11/13

14,470

14,886

MetLife, Inc. 6.125% 12/1/11

175

185

Metropolitan Life Global Funding I:

2.5% 1/11/13 (f)

11,430

11,682

2.875% 9/17/12 (f)

11,731

12,041

5.125% 4/10/13 (f)

6,720

7,320

5.125% 6/10/14 (f)

5,093

5,643

Monumental Global Funding II 5.65% 7/14/11 (f)

146

150

Prudential Financial, Inc. 3.625% 9/17/12

9,639

10,002

Unum Group 7.625% 3/1/11

6,335

6,528

 

68,437

Real Estate Investment Trusts - 0.1%

AvalonBay Communities, Inc. 5.5% 1/15/12

570

601

Duke Realty LP 4.625% 5/15/13

114

118

Federal Realty Investment Trust 5.4% 12/1/13

150

163

HRPT Properties Trust 1.1371% 3/16/11 (k)

3,745

3,732

 

4,614

Real Estate Management & Development - 0.6%

Arden Realty LP 8.5% 11/15/10

7,855

7,978

Brandywine Operating Partnership LP 5.625% 12/15/10

13,832

13,968

Colonial Properties Trust 4.8% 4/1/11

7

7

Duke Realty LP 5.625% 8/15/11

5,464

5,584

ERP Operating LP 5.5% 10/1/12

90

97

Liberty Property LP 6.375% 8/15/12

7,473

8,025

Mack-Cali Realty LP 7.75% 2/15/11

361

370

Reckson Operating Partnership LP 5.15% 1/15/11

49

49

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Real Estate Management & Development - continued

Simon Property Group LP:

4.2% 2/1/15

$ 2,715

$ 2,902

5.3% 5/30/13

7,322

8,104

 

47,084

Thrifts & Mortgage Finance - 0.5%

Bank of America Corp. 3.7% 9/1/15

10,610

10,590

Countrywide Financial Corp. 5.8% 6/7/12

16,258

17,293

Independence Community Bank Corp. 2.353% 4/1/14 (k)

5,021

4,831

US Central Federal Credit Union 1.9% 10/19/12

9,870

10,120

 

42,834

TOTAL FINANCIALS

1,060,384

HEALTH CARE - 0.4%

Health Care Providers & Services - 0.2%

Express Scripts, Inc. 5.25% 6/15/12

10,265

10,951

WellPoint, Inc. 5% 1/15/11

3,881

3,940

 

14,891

Pharmaceuticals - 0.2%

Pfizer, Inc. 4.45% 3/15/12

6,714

7,083

Roche Holdings, Inc. 4.5% 3/1/12 (f)

7,200

7,575

Wyeth 5.5% 2/1/14

4,108

4,652

 

19,310

TOTAL HEALTH CARE

34,201

INDUSTRIALS - 0.7%

Aerospace & Defense - 0.2%

BAE Systems Holdings, Inc.:

4.95% 6/1/14 (f)

7,300

8,062

6.4% 12/15/11 (f)

7,987

8,446

 

16,508

Airlines - 0.1%

American Airlines, Inc. pass-thru trust certificates 6.978% 10/1/12

161

162

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

INDUSTRIALS - continued

Airlines - continued

Continental Airlines, Inc. 6.795% 2/2/20

$ 212

$ 204

Delta Air Lines, Inc. pass-thru trust certificates 7.57% 11/18/10

8,766

8,854

 

9,220

Commercial Services & Supplies - 0.2%

R.R. Donnelley & Sons Co. 5.625% 1/15/12

16,805

17,244

Industrial Conglomerates - 0.2%

Covidien International Finance SA:

1.875% 6/15/13

7,770

7,903

5.45% 10/15/12

3,003

3,279

Hutchison Whampoa International (03/33) Ltd. 5.45% 11/24/10 (f)

5,030

5,078

 

16,260

TOTAL INDUSTRIALS

59,232

INFORMATION TECHNOLOGY - 0.2%

Office Electronics - 0.2%

Xerox Corp.:

4.25% 2/15/15

8,040

8,564

5.5% 5/15/12

9,707

10,359

 

18,923

MATERIALS - 0.6%

Chemicals - 0.4%

Dow Chemical Co. 4.85% 8/15/12

29,758

31,406

Metals & Mining - 0.2%

BHP Billiton Financial (USA) Ltd. 5.125% 3/29/12

3,598

3,819

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

3,300

3,640

Rio Tinto Finance (USA) Ltd. 8.95% 5/1/14

6,662

8,173

 

15,632

TOTAL MATERIALS

47,038

TELECOMMUNICATION SERVICES - 2.4%

Diversified Telecommunication Services - 1.8%

AT&T Broadband Corp. 8.375% 3/15/13

3,140

3,648

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

AT&T, Inc.:

2.5% 8/15/15

$ 10,110

$ 10,220

4.95% 1/15/13

10,874

11,847

6.7% 11/15/13

2,385

2,762

British Telecommunications PLC 9.375% 12/15/10 (d)

6,239

6,378

Deutsche Telekom International Financial BV 5.375% 3/23/11

20,000

20,526

France Telecom SA:

4.375% 7/8/14

7,631

8,437

7.75% 3/1/11 (d)

9,441

9,771

SBC Communications, Inc. 5.875% 2/1/12

4,923

5,258

Sprint Capital Corp. 7.625% 1/30/11

268

273

Telecom Italia Capital SA:

0.9456% 2/1/11 (k)

4,542

4,528

6.175% 6/18/14

16,200

17,764

Telefonica Emisiones SAU 2.582% 4/26/13

19,310

19,575

Verizon New England, Inc. 6.5% 9/15/11

7,923

8,359

Verizon New York, Inc. 6.875% 4/1/12

13,328

14,401

 

143,747

Wireless Telecommunication Services - 0.6%

DIRECTV Holdings LLC/DIRECTV Financing, Inc. 4.75% 10/1/14

14,442

15,603

Verizon Wireless Capital LLC:

3.75% 5/20/11

16,939

17,311

5.25% 2/1/12

5,544

5,885

Vodafone Group PLC 5.5% 6/15/11

10,561

10,945

 

49,744

TOTAL TELECOMMUNICATION SERVICES

193,491

UTILITIES - 1.5%

Electric Utilities - 0.9%

Alabama Power Co. 4.85% 12/15/12

7,496

8,123

Commonwealth Edison Co. 5.4% 12/15/11

5,225

5,508

EDP Finance BV 5.375% 11/2/12 (f)

6,575

6,797

FirstEnergy Corp. 6.45% 11/15/11

11,495

12,073

FirstEnergy Solutions Corp. 4.8% 2/15/15

1,720

1,834

Mid-American Energy Co. 5.65% 7/15/12

309

333

Niagara Mohawk Power Corp. 3.553% 10/1/14 (f)

14,230

15,002

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

UTILITIES - continued

Electric Utilities - continued

Progress Energy, Inc.:

6.05% 3/15/14

$ 3,658

$ 4,156

7.1% 3/1/11

9,628

9,925

Southern Co.:

0.9178% 10/21/11 (k)

6,432

6,457

4.15% 5/15/14

1,976

2,142

 

72,350

Gas Utilities - 0.0%

Texas Eastern Transmission Corp. 7.3% 12/1/10

1,058

1,074

Independent Power Producers & Energy Traders - 0.2%

PSEG Power LLC 2.5% 4/15/13

12,986

13,299

Multi-Utilities - 0.4%

Consolidated Edison Co. of New York, Inc.:

Series 2000 B, 7.5% 9/1/10

124

124

Series 2000 B, 7.5% 9/1/10

156

156

Dominion Resources, Inc.:

2.25% 9/1/15

5,149

5,157

6.3% 9/30/66 (k)

7,611

7,154

DTE Energy Co. 7.05% 6/1/11

9,501

9,920

KeySpan Corp. 7.625% 11/15/10

4,110

4,168

NiSource Finance Corp. 7.875% 11/15/10

4,391

4,447

 

31,126

TOTAL UTILITIES

117,849

TOTAL NONCONVERTIBLE BONDS

(Cost $1,855,035)

1,915,876

U.S. Government and Government Agency Obligations - 50.7%

 

U.S. Government Agency Obligations - 10.5%

Fannie Mae:

0.625% 9/24/12

109,880

109,737

1% 4/4/12

6,530

6,578

1% 9/23/13

144,610

144,821

1.125% 7/30/12

54,030

54,525

1.25% 8/20/13

78,560

79,311

2.5% 5/15/14

68,673

71,925

2.75% 3/13/14

5,210

5,511

U.S. Government and Government Agency Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Government Agency Obligations - continued

Fannie Mae: - continued

4.375% 9/15/12

$ 5,723

$ 6,150

4.625% 10/15/13

74,550

82,928

4.75% 11/19/12

21,925

23,858

Federal Home Loan Bank:

1.125% 5/18/12

21,500

21,700

1.625% 11/21/12

21,625

22,051

1.75% 8/22/12

12,100

12,358

Freddie Mac:

0.875% 10/28/13

79,262

78,993

1.125% 7/27/12

80,067

80,832

1.75% 6/15/12

30,876

31,505

2.125% 3/23/12

2,456

2,516

2.125% 9/21/12

10,220

10,520

2.5% 4/23/14

5,880

6,169

4.125% 12/21/12

2,549

2,743

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

854,731

U.S. Treasury Obligations - 37.7%

U.S. Treasury Notes:

0.75% 5/31/12

251,275

252,582

0.75% 8/15/13 (e)

800,430

801,431

0.875% 1/31/12

821,668

827,351

1% 4/30/12

280,341

282,926

1.375% 2/15/13

197,187

200,900

1.75% 4/15/13 (i)

421,164

433,403

1.75% 7/31/15

16,081

16,419

1.875% 4/30/14

150,900

156,075

2.375% 9/30/14

23,131

24,338

2.375% 10/31/14

63,074

66,346

TOTAL U.S. TREASURY OBLIGATIONS

3,061,771

Other Government Related - 2.5%

American Express Bank FSB 3.15% 12/9/11 (FDIC Guaranteed) (g)

6,100

6,308

Bank of America Corp.:

2.1% 4/30/12 (FDIC Guaranteed) (g)

10,006

10,256

3.125% 6/15/12 (FDIC Guaranteed) (g)

3,916

4,091

Citibank NA 1.875% 6/4/12 (FDIC Guaranteed) (g)

11,830

12,084

U.S. Government and Government Agency Obligations - continued

 

Principal Amount (000s)

Value (000s)

Other Government Related - continued

Citigroup Funding, Inc.:

1.875% 10/22/12 (FDIC Guaranteed) (g)

$ 22,590

$ 23,143

1.875% 11/15/12 (FDIC Guaranteed) (g)

16,200

16,600

2.25% 12/10/12 (FDIC Guaranteed) (g)

16,520

17,074

Citigroup, Inc. 2.875% 12/9/11 (FDIC Guaranteed) (g)

3,850

3,968

General Electric Capital Corp.:

2% 9/28/12 (FDIC Guaranteed) (g)

19,730

20,266

2.625% 12/28/12 (FDIC Guaranteed) (g)

17,600

18,333

3% 12/9/11 (FDIC Guaranteed) (g)

20,007

20,615

Goldman Sachs Group, Inc.:

2.15% 3/15/12 (FDIC Guaranteed) (g)

2,300

2,357

3.25% 6/15/12 (FDIC Guaranteed) (g)

1,870

1,955

HSBC USA, Inc. 3.125% 12/16/11 (FDIC Guaranteed) (g)

2,310

2,390

JPMorgan Chase & Co. 3.125% 12/1/11 (FDIC Guaranteed) (g)

8,140

8,413

Morgan Stanley 3.25% 12/1/11 (FDIC Guaranteed) (g)

12,180

12,606

Wells Fargo & Co. 3% 12/9/11 (FDIC Guaranteed) (g)

19,250

19,877

TOTAL OTHER GOVERNMENT RELATED

200,336

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $4,072,729)

4,116,838

U.S. Government Agency - Mortgage Securities - 6.5%

 

Fannie Mae - 4.9%

1.741% 10/1/33 (k)

3,253

3,335

1.85% 10/1/33 (k)

296

306

1.94% 10/1/33 (k)

133

137

1.946% 4/1/36 (k)

1,973

2,038

1.971% 12/1/34 (k)

277

286

1.972% 2/1/33 (k)

245

253

1.972% 1/1/35 (k)

4,305

4,457

1.975% 4/1/36 (k)

781

809

1.983% 3/1/35 (k)

195

202

2.02% 7/1/35 (k)

23,824

24,737

2.065% 7/1/35 (k)

114

118

2.136% 3/1/35 (k)

42

44

2.345% 3/1/35 (k)

2,965

3,077

2.387% 5/1/33 (k)

59

62

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Fannie Mae - continued

2.582% 3/1/35 (k)

$ 125

$ 131

2.593% 6/1/36 (k)

301

315

2.618% 7/1/35 (k)

1,094

1,145

2.621% 5/1/35 (k)

3,536

3,681

2.64% 5/1/35 (k)

8,987

9,406

2.66% 7/1/33 (k)

4,647

4,871

2.688% 2/1/39 (k)

13,049

13,548

2.693% 12/1/34 (k)

2,119

2,219

2.747% 7/1/35 (k)

2,903

3,028

2.782% 10/1/35 (k)

526

546

2.798% 10/1/33 (k)

392

411

2.808% 11/1/34 (h)(k)

15,784

16,569

2.822% 12/1/33 (k)

1,727

1,800

2.827% 3/1/37 (k)

6,112

6,403

2.841% 11/1/36 (k)

555

581

2.844% 11/1/36 (k)

3,804

3,998

2.845% 7/1/34 (k)

131

137

2.861% 2/1/35 (k)

3,554

3,700

2.898% 8/1/33 (k)

4,139

4,323

3.011% 10/1/35 (k)

13,316

13,930

3.03% 7/1/35 (k)

1,117

1,168

3.043% 2/1/34 (k)

91

95

3.058% 11/1/34 (k)

1,913

2,001

3.151% 8/1/35 (k)

2,449

2,567

3.172% 7/1/35 (k)

1,275

1,336

3.2% 9/1/34 (k)

371

387

3.201% 1/1/40 (k)

6,936

7,231

3.264% 1/1/40 (k)

18,804

19,644

3.281% 2/1/40 (k)

11,514

12,024

3.295% 11/1/36 (k)

2,135

2,238

3.33% 4/1/35 (k)

5,968

6,252

3.343% 1/1/40 (k)

10,907

11,425

3.407% 10/1/37 (k)

769

805

3.5% 10/1/25 (h)

81,120

84,102

3.559% 2/1/40 (k)

4,165

4,375

3.587% 12/1/39 (k)

1,975

2,067

3.603% 3/1/40 (k)

8,650

9,108

3.693% 10/1/35 (k)

890

942

3.774% 10/1/39 (k)

10,770

11,290

4.5% 8/1/18 to 7/1/20

47,555

50,832

4.65% 2/1/36 (k)

1,012

1,053

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Fannie Mae - continued

5.5% 3/1/16 to 1/1/20

$ 20,235

$ 21,874

6.5% 11/1/11 to 3/1/35

13,989

15,154

7% 10/1/12 to 11/1/18

1,338

1,445

7.5% 6/1/12 to 11/1/31

65

69

11.5% 11/1/15

1

1

TOTAL FANNIE MAE

400,088

Freddie Mac - 1.6%

1.948% 12/1/35 (k)

2,703

2,786

2.52% 4/1/35 (k)

4,724

4,937

2.624% 1/1/35 (k)

192

200

2.626% 4/1/35 (k)

13,267

13,853

2.664% 6/1/35 (k)

453

475

2.869% 6/1/35 (k)

1,049

1,104

3.019% 11/1/35 (k)

1,905

2,000

3.088% 3/1/35 (k)

2,248

2,368

3.12% 1/1/35 (k)

346

362

3.332% 6/1/37 (k)

2,459

2,591

3.338% 1/1/36 (k)

1,598

1,674

3.518% 12/1/39 (k)

6,235

6,528

3.54% 3/1/33 (k)

40

43

3.542% 4/1/40 (k)

5,651

5,919

3.586% 4/1/40 (k)

4,919

5,162

3.587% 8/1/34 (k)

940

988

3.614% 2/1/40 (k)

11,755

12,352

3.738% 8/1/36 (k)

1,538

1,619

4.5% 8/1/18 to 11/1/18

38,598

41,238

4.914% 9/1/35 (k)

2,402

2,504

5% 4/1/20

16,901

18,074

5.416% 10/1/35 (k)

396

420

8.5% 5/1/27 to 7/1/28

302

351

12% 11/1/19

15

17

TOTAL FREDDIE MAC

127,565

Ginnie Mae - 0.0%

7% 11/15/27 to 8/15/32

2,820

3,150

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $517,912)

530,803

Asset-Backed Securities - 9.7%

 

Principal Amount (000s)

Value (000s)

Accredited Mortgage Loan Trust:

Series 2003-3 Class A1, 4.46% 1/25/34

$ 2,286

$ 1,637

Series 2005-1 Class M1, 0.7338% 4/25/35 (k)

1,226

704

ACE Securities Corp. Home Equity Loan Trust:

Series 2004-HE1:

Class M1, 1.0138% 3/25/34 (k)

70

67

Class M2, 1.9138% 3/25/34 (k)

115

75

Series 2005-HE2 Class M2, 0.7138% 4/25/35 (k)

131

117

Series 2006-HE2 Class M3, 0.6038% 5/25/36 (k)

14

1

Series 2006-OP1:

Class M1, 0.5438% 4/25/36 (k)

8,000

642

Class M4, 0.6338% 4/25/36 (k)

115

4

Class M5, 0.6538% 4/25/36 (k)

29

0 *

Advanta Business Card Master Trust:

Series 2006-C1 Class C1, 0.7463% 10/20/14 (k)

61

11

Series 2007-A4 Class A4, 0.2963% 4/22/13 (k)

224

222

Ally Auto Receivables Trust:

Series 2009-A Class A3, 2.33% 6/17/13 (f)

2,780

2,837

Series 2009-B Class A3, 1.98% 10/15/13 (f)

11,180

11,372

Series 2010-1:

Class A3, 1.45% 5/15/14

1,385

1,388

Class A4, 2.3% 12/15/14

10,250

10,507

Ally Master Owner Trust:

Series 2010-1 Class A, 2.0259% 1/15/15 (f)(k)

19,740

20,119

Series 2010-3 Class A, 2.88% 4/15/15 (f)

6,870

7,056

AmeriCredit Automobile Receivables Trust:

Series 2005-DA Class A4, 5.02% 11/6/12

3,366

3,367

Series 2006-1 Class D, 5.49% 4/6/12

4,635

4,784

Americredit Automobile Receivables Trust Series 2010-B Class A2, 1.18% 2/6/14

6,000

6,001

AmeriCredit Prime Automobile Receivables Trust Series 2007-2M Class A3, 5.22% 6/8/12

656

659

Ameriquest Mortgage Securities, Inc. pass-thru certificates:

Series 2004-R2 Class M3, 0.8138% 4/25/34 (k)

103

11

Series 2005-R2 Class M1, 0.7138% 4/25/35 (k)

1,390

1,079

Argent Securities, Inc. pass-thru certificates:

Series 2003-W7 Class A2, 0.7188% 3/25/34 (k)

378

257

Series 2004-W7 Class M1, 0.8138% 5/25/34 (k)

227

103

Series 2006-W4 Class A2C, 0.4238% 5/25/36 (k)

978

337

Asset Backed Securities Corp. Home Equity Loan Trust Series 2006-HE2 Class M1, 0.6338% 3/25/36 (k)

63

5

Axon Financial Funding Ltd. 1.1336% 4/4/17 (c)(f)(k)

2,749

0 *

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Bank of America Auto Trust:

Series 2009-1A:

Class A2, 1.7% 12/15/11 (f)

$ 680

$ 681

Class A3, 2.67% 7/15/13 (f)

10,798

10,967

Class A4, 3.52% 6/15/16 (f)

5,400

5,664

Series 2009-2A Class A3, 2.13% 9/15/13 (f)

4,400

4,458

Series 2009-3A Class A3, 1.67% 12/15/13 (f)

10,900

11,021

Series 2010-2 Class A3, 1.31% 7/15/14

13,020

13,138

Bank of America Credit Card Master Trust Series 2006-A16 Class A16, 4.72% 5/15/13

21,841

22,109

BMW Vehicle Lease Trust Series 2009-1 Class A3, 2.91% 3/15/12

6,389

6,455

Brazos Higher Education Authority, Inc. Student Loan Rev. Series 2006 A2R, 1.2883% 12/1/41 (k)

7,136

7,124

Brazos Higher Education Authority, Inc. Series 2006-2 Class A9, 0.5483% 12/26/24 (k)

1,477

1,403

C-BASS Trust Series 2006-CB7 Class A2, 0.3238% 10/25/36 (k)

107

105

Capital Auto Receivables Asset Trust:

Series 2006-2:

Class B, 5.07% 12/15/11

6,605

6,647

Class C, 5.31% 6/15/12

391

397

Series 2007-1:

Class B, 5.15% 9/17/12

5,755

5,955

Class C, 5.38% 11/15/12

139

145

Series 2007-SN2 Class A4, 1.3059% 5/16/11 (f)(k)

4,113

4,114

Capital Auto Receivables Trust Series 2007-2 Class A4A, 5.39% 2/18/14

6,361

6,522

Capital One Auto Finance Trust Series 2007-C Class A4, 5.23% 7/15/14

14,640

15,277

Capital One Multi-Asset Execution Trust:

Series 2003-A5 Class A5, 0.5659% 7/15/13 (k)

4,680

4,680

Series 2003-B5 Class B5, 4.79% 8/15/13

4,085

4,102

Series 2006-A2 Class A, 4.85% 11/15/13

2,800

2,844

Series 2008-A3 Class A3, 5.05% 2/15/16

4,100

4,514

Series 2009-A2 Class A2, 3.2% 4/15/14

22,200

22,648

Capital One Prime Auto Receivables Trust Series 2007-1 Class B1, 5.76% 12/15/13

5,590

5,750

Capital Trust Ltd. Series 2004-1:

Class A2, 0.7163% 7/20/39 (f)(k)

308

62

Class B, 1.0163% 7/20/39 (f)(k)

178

9

Class C, 1.3663% 7/20/39 (f)(k)

229

5

CarMax Auto Owner Trust Series 2006-2 Class C, 5.53% 3/15/13

5,185

5,208

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Carrington Mortgage Loan Trust:

Series 2006-FRE1 Class M1, 0.5638% 7/25/36 (k)

$ 768

$ 79

Series 2006-NC2 Class M7, 1.1138% 6/25/36 (k)

287

12

Series 2006-NC4 Class M1, 0.5638% 10/25/36 (k)

53

7

Series 2006-RFC1 Class M9, 2.1338% 5/25/36 (k)

125

7

Series 2007-RFC1 Class A3, 0.4038% 12/25/36 (k)

1,214

462

Cendant Timeshare Receivables Funding LLC:

Series 2005 1A Class 2A2, 0.4463% 5/20/17 (f)(k)

97

87

Series 2005-1A Class A1, 4.67% 5/20/17 (f)

109

110

Chase Auto Owner Trust Series 2006-B Class B, 5.24% 4/15/14

320

321

Chase Issuance Trust:

Series 2005-A7 Class A7, 4.55% 3/15/13

9,290

9,432

Series 2007-A17 Class A, 5.12% 10/15/14

4,800

5,230

Series 2009-A3 Class A3, 2.4% 6/17/13

19,250

19,530

Series 2008-9 Class A, 4.26% 5/15/13

6,537

6,709

Chrysler Financial Lease Trust Series 2010-A Class A2, 1.78% 6/15/11 (f)

7,300

7,326

Citibank Credit Card Issuance Trust:

Series 2006-A4 Class A4, 5.45% 5/10/13

8,000

8,270

Series 2007-B6 Class B6, 5% 11/8/12

17,265

17,382

Series 2008-A5 Class A5, 4.85% 4/22/15

8,166

8,952

Series 2009-A3 Class A3, 2.7% 6/24/13

4,020

4,089

Series 2009-A5 Class A5, 2.25% 12/23/14

25,840

26,562

CitiFinancial Auto Issuance Trust Series 2009-1 Class A2, 1.83% 11/15/12 (f)

5,151

5,170

Citigroup Mortgage Loan Trust Series 2007-AMC4 Class M1, 0.5338% 5/25/37 (k)

515

23

Countrywide Asset-Backed Certificates Trust:

Series 2007-11 Class 2A1, 0.3238% 6/25/47 (k)

24

23

Series 2007-4 Class A1A, 0.4488% 9/25/37 (k)

152

141

Countrywide Home Loan Trust Series 2006-13 Class N, 7% 8/25/37 (f)

222

0*

Countrywide Home Loans, Inc.:

Series 2004-2 Class 3A4, 0.5138% 7/25/34 (k)

419

237

Series 2004-3 Class M4, 1.2338% 4/25/34 (k)

107

39

Series 2004-4 Class M2, 1.0588% 6/25/34 (k)

396

208

Series 2005-3 Class MV1, 0.6838% 8/25/35 (k)

820

772

Series 2005-AB1 Class A2, 0.4738% 8/25/35 (k)

124

121

CPS Auto Receivables Trust Series 2007-C Class A3, 5.43% 5/15/12 (f)

875

880

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Fannie Mae subordinate REMIC pass-thru certificates Series 2004-T5:

Class AB1, 0.8288% 5/28/35 (k)

$ 634

$ 488

Class AB3, 0.7759% 5/28/35 (k)

273

205

Fieldstone Mortgage Investment Corp.:

Series 2004-3 Class M5, 2.4388% 8/25/34 (k)

196

89

Series 2006-2 Class M1, 0.5738% 7/25/36 (k)

6,145

205

Series 2006-3 Class 2A3, 0.4238% 11/25/36 (k)

3,407

1,221

First Franklin Mortgage Loan Trust Series 2005-FF9 Class A3, 0.5438% 10/25/35 (k)

2,187

2,046

Ford Credit Auto Lease Trust:

Series 2009-A Class A2, 2.6% 5/15/11 (f)

580

580

Series 2010-A Class A2, 1.04% 3/15/13 (f)

15,100

15,129

Ford Credit Auto Owner Trust:

Series 2006-B Class C, 5.68% 6/15/12

9,900

10,148

Series 2006-C:

Class B, 5.3% 6/15/12

91

94

Class C, 5.47% 9/15/12

6,400

6,623

Series 2007-A:

Class B, 5.6% 10/15/12

2,575

2,718

Class C, 5.8% 2/15/13

4,100

4,330

Series 2008-B Class A3A, 4.28% 5/15/12

11,529

11,678

Series 2009-B:

Class A2, 2.4604% 11/15/11

535

536

Class A3, 2.79% 8/15/13

6,930

7,063

Series 2009-C Class A4, 4.43% 11/15/14

6,210

6,676

Series 2009-D Class A3, 2.17% 10/15/13

3,500

3,553

Series 2009-E Class A3, 1.51% 1/15/14

7,400

7,468

Series 2010-B Class A3, 0.98% 10/15/14

7,150

7,177

Ford Credit Floorplan Master Owner Trust:

Series 2006-4:

Class A, 0.5259% 6/15/13 (k)

12,180

12,108

Class B, 0.8259% 6/15/13 (k)

520

512

Series 2010-1 Class A, 1.9259% 12/15/14 (f)(k)

13,310

13,602

Franklin Auto Trust:

Series 2006-1 Class B, 5.14% 7/21/14

17

17

Series 2007-1:

Class A4, 5.03% 2/16/15

7,884

7,893

Class C, 5.43% 2/16/15

9,937

9,802

Fremont Home Loan Trust:

Series 2004-D:

Class M4, 1.2138% 11/25/34 (k)

410

64

Class M5, 1.2638% 11/25/34 (k)

262

32

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Fremont Home Loan Trust: - continued

Series 2005-A:

Class M3, 0.7538% 1/25/35 (k)

$ 639

$ 222

Class M4, 0.9438% 1/25/35 (k)

245

27

Series 2006-A Class M1, 0.5638% 5/25/36 (k)

10,000

508

Series 2006-D Class M1, 0.4938% 11/25/36 (k)

77

3

GCO Education Loan Funding Master Trust II Series 2007-1A Class C1L, 0.6975% 2/25/47 (f)(k)

1,714

1,170

GCO Slims Trust Series 2006-1A, 5.72% 3/1/22 (f)

2,950

2,360

GE Business Loan Trust:

Series 2003-1 Class A, 0.7059% 4/15/31 (f)(k)

185

163

Series 2006-2A:

Class A, 0.4559% 11/15/34 (f)(k)

257

207

Class B, 0.5559% 11/15/34 (f)(k)

93

56

Class C, 0.6559% 11/15/34 (f)(k)

155

62

Class D, 1.0259% 11/15/34 (f)(k)

59

14

GE Capital Credit Card Master Note Trust Series 2009-3 Class A, 2.54% 9/15/14

15,000

15,248

GE Equipment Midticket LLC Series 2006-1 Class B, 0.4259% 9/15/17 (k)

126

124

Goal Capital Funding Trust Series 2007-1 Class C1, 0.9383% 6/25/42 (k)

177

143

Greenpoint Credit LLC Series 2001-1 Class 1A, 0.6063% 4/20/32 (k)

258

255

GS Auto Loan Trust Series 2007-1:

Class B, 5.53% 12/15/14

13

14

Class C, 5.74% 12/15/14

28

28

GSAMP Trust:

Series 2004-AR1 Class M1, 0.9138% 6/25/34 (k)

1,604

995

Series 2007-HE1 Class M1, 0.5138% 3/25/47 (k)

658

40

GSR Mortgage Loan Trust Series 2006-FM1 Class M3, 0.6138% 4/25/36 (k)

137

3

Guggenheim Structured Real Estate Funding Ltd.:

Series 2005-1 Class C, 1.3438% 5/25/30 (f)(k)

4,128

1,073

Series 2006-3:

Class B, 0.6638% 9/25/46 (f)(k)

3,791

758

Class C, 0.8138% 9/25/46 (f)(k)

9,428

1,414

Home Equity Asset Trust:

Series 2003-2 Class M1, 1.5838% 8/25/33 (k)

109

70

Series 2003-3 Class M1, 1.5538% 8/25/33 (k)

547

378

Series 2003-5 Class A2, 0.9638% 12/25/33 (k)

205

115

Series 2004-1 Class M2, 1.9638% 6/25/34 (k)

644

328

Series 2005-5 Class 2A2, 0.5138% 11/25/35 (k)

100

98

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Home Equity Asset Trust: - continued

Series 2006-1 Class 2A3, 0.4888% 4/25/36 (k)

$ 1,045

$ 1,006

Series 2006-8 Class 2A1, 0.3138% 3/25/37 (k)

63

62

Honda Auto Receivables Owner Trust:

Series 2008-1 Class A4, 4.88% 9/18/14

5,070

5,232

Series 2009-3 Class A3, 2.31% 5/15/13

4,800

4,877

Series 2010-1 Class A4, 1.98% 5/23/16

2,870

2,939

Series 2010-2 Class A3, 1.35% 5/20/13

8,620

8,702

HSBC Automotive Trust Series 2006-2 Class A4, 5.67% 6/17/13

13,897

13,928

HSBC Home Equity Loan Trust Series 2006-2 Class M2, 0.5563% 3/20/36 (k)

541

414

HSI Asset Securitization Corp. Trust Series 2007-HE1 Class 2A3, 0.4538% 1/25/37 (k)

902

279

Hyundai Auto Receivable Trust Series 2009-A Class A3, 2.03% 8/15/13

3,510

3,564

Hyundai Auto Receivables Trust:

Series 2006-B Class C, 5.25% 5/15/13

1,050

1,057

Series 2007-A Class A3A, 5.04% 1/17/12

892

896

John Deere Owner Trust Series 2009-B Class A-3, 1.57% 10/15/13

9,630

9,716

JPMorgan Auto Receivables Trust Series 2006-A Class C, 5.61% 12/15/14 (f)

789

791

JPMorgan Mortgage Acquisition Trust:

Series 2006-NC2 Class M2, 0.5638% 7/25/36 (k)

49

2

Series 2007-CH1:

Class AV4, 0.3938% 11/25/36 (k)

903

687

Class MV1, 0.4938% 11/25/36 (k)

734

410

Series 2007-CH3 Class M1, 0.5638% 3/25/37 (k)

137

7

Keycorp Student Loan Trust:

Series 1999-A Class A2, 0.8672% 12/27/29 (k)

561

467

Series 2006-A Class 2C, 1.6872% 3/27/42 (k)

516

80

Long Beach Auto Receivables Trust Series 2007-A Class A4, 5.025% 1/15/14

294

299

Long Beach Mortgage Loan Trust:

Series 2004-2 Class M2, 1.3438% 6/25/34 (k)

106

72

Series 2006-6 Class 2A3, 0.4138% 7/25/36 (k)

10,340

3,926

Marriott Vacation Club Owner Trust:

Series 2005-2 Class A, 5.25% 10/20/27 (f)

1,257

1,280

Series 2006-1A:

Class B, 5.827% 4/20/28 (f)

489

461

Class C, 6.125% 4/20/28 (f)

489

420

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

MASTR Asset Backed Securities Trust:

Series 2006-AM3 Class M1, 0.5238% 10/25/36 (k)

$ 326

$ 20

Series 2007-HE1 Class M1, 0.5638% 5/25/37 (k)

528

29

Mercedes-Benz Auto Receivables Trust Series 2009-1 Class A3, 1.67% 1/15/14

5,010

5,080

Meritage Mortgage Loan Trust Series 2004-1 Class M1, 1.0138% 7/25/34 (k)

46

20

Merrill Auto Trust Securitization Series 2007-1 Class B, 5.79% 12/15/13

51

52

Merrill Lynch Mortgage Investors Trust:

Series 2003-OPT1 Class M1, 0.9138% 7/25/34 (k)

138

106

Series 2006-FM1 Class A2B, 0.3738% 4/25/37 (k)

1,333

1,156

Series 2006-MLN1 Class A2A, 0.3338% 7/25/37 (k)

6

6

Series 2006-OPT1 Class A1A, 0.5238% 6/25/35 (k)

1,484

1,047

Morgan Stanley ABS Capital I Trust:

Series 2004-HE6 Class A2, 0.6038% 8/25/34 (k)

367

245

Series 2005-NC1 Class M1, 0.7038% 1/25/35 (k)

269

138

Series 2005-NC2 Class B1, 1.4338% 3/25/35 (k)

280

33

Series 2006-NC4 Class A2D, 0.5038% 6/25/36 (k)

7,135

2,459

Series 2007-HE2 Class M1, 0.5138% 1/25/37 (k)

63

2

National Collegiate Student Loan Trust:

Series 2004-2 Class AIO, 9.75% 10/25/14 (l)

5,932

848

Series 2006-1 Class AIO, 5.5% 4/25/11 (l)

12,386

318

Series 2006-2 Class AIO, 6% 8/25/11 (l)

3,755

184

Series 2006-3 Class AIO, 7.1% 1/25/12 (l)

26,229

2,033

Series 2006-4:

Class A1, 0.2938% 3/25/25 (k)

297

293

Class AIO, 6.35% 2/27/12 (l)

4,953

419

Class D, 1.3638% 5/25/32 (k)

398

6

Series 2007-1 Class AIO, 7.27% 4/25/12 (l)

380

41

Series 2007-2 Class AIO, 6.7% 7/25/12 (l)

323

38

New Century Home Equity Loan Trust Series 2005-D Class M2, 0.7338% 2/25/36 (k)

327

42

Nissan Auto Lease Trust:

Series 2009-A:

Class A2, 2.01% 4/15/11

527

527

Class A3, 2.92% 12/15/11

6,500

6,569

Series 2009-B Class A3, 2.07% 1/15/15

7,430

7,515

Series 2010-A Class A2, 1.1% 3/15/13

6,210

6,224

Nomura Home Equity Loan Trust Series 2006-HE2 Class A2, 0.3838% 3/25/36 (k)

25

25

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Northstar Education Finance, Inc., Delaware Series 2005-1 Class A5, 1.0738% 10/30/45 (k)

$ 4,829

$ 4,861

Ocala Funding LLC Series 2006-1A Class A, 1.6663% 3/20/11 (c)(f)(k)

792

293

Option One Mortgage Loan Trust:

Series 2007-5 Class 2A1, 0.3538% 5/25/37 (k)

6

6

Series 2007-6 Class 2A1, 0.3238% 7/25/37 (k)

10

10

Park Place Securities, Inc.:

Series 2004-WCW1:

Class M3, 1.5138% 9/25/34 (k)

3,309

1,427

Class M4, 1.7138% 9/25/34 (k)

460

73

Series 2004-WWF1 Class M4, 1.3638% 12/25/34 (k)

7,490

1,137

Series 2005-WCH1:

Class M2, 0.7838% 1/25/36 (k)

944

799

Class M3, 0.8238% 1/25/36 (k)

322

207

Class M4, 1.0938% 1/25/36 (k)

994

313

Series 2005-WHQ2:

Class M7, 1.5138% 5/25/35 (k)

1,178

17

Class M9, 2.1438% 5/25/35 (k)

196

0*

Providian Master Note Trust Series 2006-C1A Class C1, 0.8259% 3/15/15 (f)(k)

2,746

2,736

Residential Asset Mortgage Products, Inc. Series 2003-RZ2 Class A1, 3.6% 4/25/33

882

803

Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 1.0638% 4/25/33 (k)

3

3

Santander Drive Auto Receivables Trust Series 2010-2 Class A2, 0.95% 8/15/13

18,100

18,100

Saxon Asset Securities Trust Series 2004-1 Class M1, 1.0588% 3/25/35 (k)

1,126

738

Securitized Asset Backed Receivables LLC Trust:

Series 2005-FR4 Class B3, 1.9838% 1/25/36 (k)

23

1

Series 2006-FR4 Class A2A, 0.3438% 8/25/36 (k)

12

5

Series 2007-NC1 Class A2A, 0.3138% 12/25/36 (k)

5

5

Sierra Receivables Funding Co. Series 2007-1A Class A2, 0.4881% 3/20/19 (f)(k)

508

474

SLM Private Credit Student Loan Trust:

Series 2004 B Class A2, 0.7371% 6/15/21 (k)

8,200

7,142

Series 2004-A:

Class B, 1.1171% 6/15/33 (k)

2,087

1,001

Class C, 1.4871% 6/15/33 (k)

5,771

348

Series 2004-B Class C, 1.4071% 9/15/33 (k)

8,600

3,839

Specialty Underwriting & Residential Finance Trust Series 2006-AB2 Class N1, 5.75% 6/25/37 (f)

157

0*

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Structured Asset Investment Loan Trust Series 2004-8 Class M5, 1.4138% 9/25/34 (k)

$ 50

$ 12

SVO VOI Mortgage Corp. Series 2006-AA Class A, 5.28% 2/20/24 (f)

242

244

Swift Master Auto Receivables Trust Series 2007-2 Class A, 0.9259% 10/15/12 (k)

10,786

10,775

Terwin Mortgage Trust Series 2003-4HE Class A1, 1.1238% 9/25/34 (k)

386

242

Toyota Auto Receivables Owner Trust Series 2010-B Class M3, 1.04% 2/18/14

4,710

4,733

Trapeza CDO XII Ltd./Trapeza CDO XII, Inc. Series 2007-12A Class B, 1.0936% 4/6/42 (f)(k)

263

13

USAA Auto Owner Trust Series 2009-2 Class A3, 1.54% 2/18/14

9,280

9,364

Volkswagen Auto Lease Trust Series 2009-A Class A3, 3.41% 4/16/12

11,200

11,398

Wachovia Auto Loan Owner Trust:

Series 2006-1:

Class A4, 5.08% 4/20/12 (f)

23

23

Class D, 5.42% 4/21/14 (f)

18,700

18,903

Series 2006-2A:

Class B, 5.29% 6/20/12 (f)

92

92

Class D, 5.54% 12/20/12 (f)

11,864

12,059

Series 2007-1:

Class C, 5.45% 10/22/12

2,025

2,073

Class D, 5.65% 2/20/13

14,940

15,143

WaMu Asset Holdings Corp. Series 2006-8 Class N1, 6.048% 10/25/46 (f)

598

0*

WaMu Master Note Trust:

Series 2006-C2A Class C2, 0.7759% 8/15/15 (f)(k)

7,433

7,367

Series 2007-A4A Class A4, 5.2% 10/15/14 (f)

24,186

24,316

Series 2007-A5A Class A5, 1.0259% 10/15/14 (f)(k)

1,040

1,040

Wells Fargo Home Equity Trust Series 2004-3 Class A, 4.5% 11/27/34 (a)(f)

5

0*

Whinstone Capital Management Ltd. Series 1A Class B3, 2.2978% 10/25/44 (f)(k)

5,586

1,843

TOTAL ASSET-BACKED SECURITIES

(Cost $845,678)

786,507

Collateralized Mortgage Obligations - 4.2%

 

Principal Amount (000s)

Value (000s)

Private Sponsor - 1.7%

Arkle Master Issuer PLC floater Series 2006-1A Class 4A1, 0.4594% 2/17/52 (f)(k)

$ 17,100

$ 16,977

Arran Residential Mortgages Funding No. 1 PLC floater Series 2006-1A Class DB, 0.9575% 4/12/56 (f)(k)

961

577

Banc of America Funding Corp. sequential payer Series 2010-R4 Class 2A1, 4.5% 3/26/37 (f)

6,535

6,630

Banc of America Funding Trust sequential payer Series 2009-R1 Class A1, 5.1009% 5/20/36 (k)

5,158

5,215

Banc of America Large Loan, Inc. Series 2005-MIB1 Class A2, 0.4859% 3/15/22 (f)(k)

1,814

1,757

Banc of America Mortgage Securities, Inc.:

Series 2003-L Class 2A1, 3.6145% 1/25/34 (k)

327

293

Series 2004-1 Class 2A2, 3.6636% 10/25/34 (k)

238

212

Series 2004-A Class 2A2, 3.5151% 2/25/34 (k)

70

61

Series 2004-B:

Class 1A1, 2.9237% 3/25/34 (k)

60

53

Class 2A2, 3.0586% 3/25/34 (k)

213

194

Series 2004-D Class 2A2, 2.9566% 5/25/34 (k)

488

454

Series 2004-G Class 2A7, 3.195% 8/25/34 (k)

432

376

Series 2004-H Class 2A1, 3.7091% 9/25/34 (k)

395

345

Bear Stearns Commercial Mortgage Securities Trust Series 2006-T24 Class X2, 0.4276% 10/12/41 (f)(k)(l)

1,083

12

Countrywide Alternative Loan Trust:

planned amortization class Series 2003-5T2 Class A2, 0.6638% 5/25/33 (k)

9

9

Series 2006-OC5N Class N, 7.25% 7/25/37 (f)

2,020

0*

Credit Suisse First Boston Mortgage Securities Corp. floater Series 2007-AR7 Class 2A1, 2.8818% 11/25/34 (k)

31

30

DSLA Mortgage Loan Trust Series 2006-AR2 Class 2AB1, 0.3566% 11/19/37 (k)

38

38

Fosse Master Issuer PLC floater:

Series 2006-1A:

Class B2, 0.6847% 10/18/54 (f)(k)

2,075

2,030

Class C2, 0.9947% 10/18/54 (f)(k)

696

672

Class M2, 0.7747% 10/18/54 (f)(k)

1,193

1,149

Series 2007-1A Class A2, 0.6047% 10/18/54 (f)(k)

4,039

4,016

Gracechurch Mortgage Financing PLC floater:

Series 2006-1 Class D2, 0.8155% 11/20/56 (f)(k)

1,751

1,654

Series 2007-1A Class 3A1, 0.4255% 11/20/56 (f)(k)

8,134

7,965

Gracechurch Mortgage Funding PLC floater Series 1A Class DB, 0.9975% 10/11/41 (f)(k)

2,097

2,066

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

Private Sponsor - continued

Granite Master Issuer PLC floater:

Series 2005-4 Class C2, 0.8163% 12/20/54 (k)

$ 49

$ 21

Series 2006-1A Class C2, 0.8663% 12/20/54 (f)(k)

4,170

1,835

Series 2006-2:

Class C1, 0.7363% 12/20/54 (k)

15,090

6,715

Class M2, 0.4963% 12/20/54 (k)

3,000

1,920

Series 2006-3 Class C2, 0.7663% 12/20/54 (k)

6,611

2,984

Series 2006-4:

Class B1, 0.3563% 12/20/54 (k)

13,366

9,958

Class C1, 0.6463% 12/20/54 (k)

8,172

3,596

Class M1, 0.4363% 12/20/54 (k)

3,521

2,271

Series 2007-1:

Class 1C1, 0.5663% 12/20/54 (k)

1,340

596

Class 1M1, 0.4163% 12/20/54 (k)

881

564

Class 2C1, 0.6963% 12/20/54 (k)

610

271

Class 2M1, 0.5163% 12/20/54 (k)

1,132

724

Series 2007-2 Class 2C1, 0.7019% 12/17/54 (k)

1,568

682

Granite Mortgages PLC floater Series 2003-3 Class 1C, 2.9713% 1/20/44 (k)

2,644

1,454

Harborview Mortgage Loan Trust floater Series 2005-2 Class 2A1A, 0.4866% 5/19/35 (k)

259

163

Holmes Financing No. 10 PLC floater Series 10A Class 4A1, 0.6059% 7/15/40 (f)(k)

6,208

6,199

Holmes Master Issuer PLC floater Series 2006-1A Class 3A1, 0.6059% 7/15/40 (f)(k)

14,780

14,759

MASTR Adjustable Rate Mortgages Trust Series 2007-3 Class 22A2, 0.4738% 5/25/47 (k)

761

477

MASTR Asset Backed Securities Trust Series 2006-NC3 Class M1, 0.4938% 10/25/36 (k)

131

1

Merrill Lynch Alternative Note Asset Trust floater Series 2007-OAR1 Class A1, 0.4338% 2/25/37 (k)

1,144

763

Merrill Lynch Floating Trust floater Series 2006-1:

Class B, 0.446% 6/15/22 (f)(k)

151

130

Class C, 0.466% 6/15/22 (f)(k)

926

787

Class D, 0.476% 6/15/22 (f)(k)

356

295

Class E, 0.486% 6/15/22 (f)(k)

570

433

Class F, 0.516% 6/15/22 (f)(k)

984

698

Class G, 0.586% 6/15/22 (f)(k)

214

145

Class H, 0.606% 6/15/22 (f)(k)

428

270

Class J, 0.646% 6/15/22 (f)(k)

499

265

Option One Mortgage Loan Trust floater Series 2007-CP1 Class M1, 0.5638% 3/25/37 (k)

1,778

123

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

Private Sponsor - continued

RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B:

Class B5, 2.6434% 7/10/35 (f)(k)

$ 896

$ 499

Class B6, 3.1434% 7/10/35 (f)(k)

106

52

Residential Asset Mortgage Products, Inc. sequential payer:

Series 2003-SL1 Class A31, 7.125% 4/25/31

228

231

Series 2004-SL3 Class A1, 7% 8/25/16

19

18

Residential Funding Securities Corp. floater Series 2003-RP2 Class A1, 0.7138% 6/25/33 (f)(k)

235

186

Sasco Net Interest Margin Trust Series 2006-BC1A
Class A, 6.25% 3/27/36 (f)

1,466

0*

Sequoia Mortgage Trust floater Series 2004-6 Class A3B, 1.1948% 7/20/34 (k)

27

14

TBW Mortgage-Backed pass-thru certificates floater Series 2006-4 Class A3, 0.5288% 9/25/36 (k)

2,204

1,258

Thornburg Mortgage Securities Trust floater:

Series 2006-4 Class A2B, 0.4488% 7/25/36 (k)

10,090

9,909

Series 2006-5 Class A1, 0.3838% 10/25/46 (k)

4,866

4,770

Wachovia Bank Commercial Mortgage Trust Series 2004-C14 Class PP, 5.14% 8/15/41 (f)(k)

5,754

4,804

Wells Fargo Mortgage Backed Securities Trust:

Series 2005-AR2 Class 2A2, 2.8765% 3/25/35 (k)

740

685

Series 2005-AR3 Class 2A1, 2.9468% 3/25/35 (k)

884

797

TOTAL PRIVATE SPONSOR

135,107

U.S. Government Agency - 2.5%

Fannie Mae planned amortization class:

Series 1993-187 Class L, 6.5% 7/25/23

1,609

1,658

Series 2006-53 Class WB, 6% 12/25/31

7,925

8,226

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

9,015

9,307

Fannie Mae subordinate REMIC pass-thru certificates:

planned amortization class Series 2006-54 Class PE, 6% 2/25/33

4,829

5,196

sequential payer:

Series 2001-40 Class Z, 6% 8/25/31

2,461

2,721

Series 2002-56 Class MC, 5.5% 9/25/17

1,524

1,653

Series 2003-129 Class GF, 0.6638% 4/25/30 (k)

1,653

1,655

Series 2003-76 Class BA, 4.5% 3/25/18

6,384

6,754

Series 2008-76 Class EF, 0.7638% 9/25/23 (k)

3,213

3,217

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Government Agency - continued

Freddie Mac sequential payer:

Series 2114 Class ZM, 6% 1/15/29

$ 1,140

$ 1,259

Series 2508 Class UL, 5% 12/15/16

872

890

Freddie Mac Multi-class participation certificates guaranteed:

floater Series 3346 Class FA, 0.5059% 2/15/19 (k)

19,248

19,251

planned amortization class:

Series 2382 Class MB, 6% 11/15/16

3,134

3,388

Series 2394 Class KD, 6% 12/15/16

1,816

1,977

Series 2417 Class EH, 6% 2/15/17

950

1,027

Series 2535 Class PC, 6% 9/15/32

3,100

3,305

Series 2656 Class BW, 4.5% 4/15/28

1,317

1,317

Series 2690 Class PD, 5% 2/15/27

2,122

2,124

Series 2755 Class LC, 4% 6/15/27

2,376

2,395

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

8,730

9,154

Series 2901 Class UM, 4.5% 1/15/30

9,050

9,383

sequential payer:

Series 2609 Class UJ, 6% 2/15/17

1,834

1,927

Series 2635 Class DG, 4.5% 1/15/18

7,234

7,637

Series 2780 Class A, 4% 12/15/14

2,184

2,196

Series 2867 Class EA, 4.5% 11/15/18

2,390

2,504

Series 2915 Class DC, 4.5% 3/15/19

7,275

7,635

Series 2970 Class YA, 5% 9/15/18

2,090

2,162

Series 3427 Class FX, 0.4259% 8/15/18 (k)

11,486

11,479

Series 3555:

Class CM, 4% 12/15/14

35,689

36,923

Class KH, 4% 12/15/14

36,518

38,061

TOTAL U.S. GOVERNMENT AGENCY

206,381

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $347,781)

341,488

Commercial Mortgage Securities - 4.0%

 

280 Park Avenue Trust floater Series 2001-280 Class X1, 0.9725% 2/3/11 (f)(k)(l)

78,327

189

Asset Securitization Corp. Series 1997-D5 Class PS1, 1.387% 2/14/43 (k)(l)

16,363

482

Banc of America Commercial Mortgage Trust sequential payer:

Series 2006-4 Class A1, 5.363% 7/10/46 (k)

35

35

Series 2006-5 Class A1, 5.185% 9/10/47

1,388

1,399

Series 2007-2 Class A1, 5.421% 4/10/49

47

49

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Banc of America Commercial Mortgage Trust sequential payer: - continued

Series 2007-3 Class A1, 5.6578% 6/10/49 (k)

$ 5,530

$ 5,683

Banc of America Commercial Mortgage, Inc.:

sequential payer Series 2006-1 Class A1, 5.219% 9/10/45 (k)

117

117

Series 2003-2 Class XP, 0.307% 3/11/41 (f)(k)(l)

3,887

3

Series 2004-6 Class XP, 0.5049% 12/10/42 (k)(l)

32,369

181

Series 2005-4 Class XP, 0.1825% 7/10/45 (k)(l)

44,524

192

Banc of America Large Loan, Inc. floater:

Series 2005-MIB1:

Class F, 0.7459% 3/15/22 (f)(k)

415

290

Class G, 0.8059% 3/15/22 (f)(k)

269

175

Series 2006-BIX1:

Class F, 0.5859% 10/15/19 (f)(k)

1,104

888

Class G, 0.6059% 10/15/19 (f)(k)

767

534

Bayview Commercial Asset Trust:

floater:

Series 2003-2 Class M1, 1.1138% 12/25/33 (f)(k)

55

33

Series 2004-1:

Class A, 0.6238% 4/25/34 (f)(k)

2,586

2,043

Class B, 2.1638% 4/25/34 (f)(k)

275

137

Class M1, 0.8238% 4/25/34 (f)(k)

234

159

Class M2, 1.4638% 4/25/34 (f)(k)

205

117

Series 2004-2:

Class A, 0.6938% 8/25/34 (f)(k)

1,905

1,505

Class M1, 0.8438% 8/25/34 (f)(k)

636

400

Series 2004-3:

Class A1, 0.6338% 1/25/35 (f)(k)

3,466

2,703

Class A2, 0.6838% 1/25/35 (f)(k)

492

320

Class M1, 0.7638% 1/25/35 (f)(k)

244

157

Class M2, 1.2638% 1/25/35 (f)(k)

138

86

Series 2005-2A:

Class A1, 0.5738% 8/25/35 (f)(k)

960

716

Class M1, 0.6938% 8/25/35 (f)(k)

66

38

Class M2, 0.7438% 8/25/35 (f)(k)

110

61

Class M3, 0.7638% 8/25/35 (f)(k)

61

31

Class M4, 0.8738% 8/25/35 (f)(k)

56

26

Series 2005-3A:

Class A1, 0.5838% 11/25/35 (f)(k)

488

363

Class A2, 0.6638% 11/25/35 (f)(k)

340

219

Class M1, 0.7038% 11/25/35 (f)(k)

58

29

Class M2, 0.7538% 11/25/35 (f)(k)

73

35

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Bayview Commercial Asset Trust: - continued

floater:

Series 2005-3A:

Class M3, 0.7738% 11/25/35 (f)(k)

$ 66

$ 30

Class M4, 0.8638% 11/25/35 (f)(k)

82

35

Series 2005-4A:

Class A2, 0.6538% 1/25/36 (f)(k)

4,654

2,979

Class B1, 1.6638% 1/25/36 (f)(k)

365

120

Class M1, 0.7138% 1/25/36 (f)(k)

1,486

773

Class M2, 0.7338% 1/25/36 (f)(k)

483

237

Class M3, 0.7638% 1/25/36 (f)(k)

640

295

Class M4, 0.8738% 1/25/36 (f)(k)

355

142

Class M5, 0.9138% 1/25/36 (f)(k)

355

137

Class M6, 0.9638% 1/25/36 (f)(k)

361

130

Series 2006-1:

Class A2, 0.6238% 4/25/36 (f)(k)

1,541

1,032

Class M1, 0.6438% 4/25/36 (f)(k)

479

239

Class M2, 0.6638% 4/25/36 (f)(k)

507

243

Class M3, 0.6838% 4/25/36 (f)(k)

435

188

Class M4, 0.7838% 4/25/36 (f)(k)

247

94

Class M5, 0.8238% 4/25/36 (f)(k)

238

91

Class M6, 0.9038% 4/25/36 (f)(k)

519

200

Series 2006-2A:

Class A1, 0.4938% 7/25/36 (f)(k)

1,717

1,326

Class A2, 0.5438% 7/25/36 (f)(k)

1,272

866

Class B1, 1.1338% 7/25/36 (f)(k)

460

119

Class B3, 2.9638% 7/25/36 (f)(k)

759

141

Class M1, 0.5738% 7/25/36 (f)(k)

1,335

635

Class M2, 0.5938% 7/25/36 (f)(k)

940

430

Class M3, 0.6138% 7/25/36 (f)(k)

743

305

Class M4, 0.6838% 7/25/36 (f)(k)

498

198

Class M5, 0.7338% 7/25/36 (f)(k)

614

221

Class M6, 0.8038% 7/25/36 (f)(k)

966

301

Series 2006-3A:

Class B1, 1.0638% 10/25/36 (f)(k)

103

21

Class B2, 1.6138% 10/25/36 (f)(k)

74

13

Class B3, 2.8638% 10/25/36 (f)(k)

121

19

Class M4, 0.6938% 10/25/36 (f)(k)

114

36

Class M5, 0.7438% 10/25/36 (f)(k)

137

38

Class M6, 0.8238% 10/25/36 (f)(k)

267

64

Series 2006-4A:

Class A1, 0.4938% 12/25/36 (f)(k)

525

391

Class A2, 0.5338% 12/25/36 (f)(k)

2,382

1,514

Class B1, 0.9638% 12/25/36 (f)(k)

82

20

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Bayview Commercial Asset Trust: - continued

floater:

Series 2006-4A:

Class B2, 1.5138% 12/25/36 (f)(k)

$ 85

$ 17

Class B3, 2.7138% 12/25/36 (f)(k)

143

16

Class M1, 0.5538% 12/25/36 (f)(k)

171

80

Class M2, 0.5738% 12/25/36 (f)(k)

114

49

Class M3, 0.6038% 12/25/36 (f)(k)

116

45

Class M4, 0.6638% 12/25/36 (f)(k)

139

49

Class M5, 0.7038% 12/25/36 (f)(k)

128

43

Class M6, 0.7838% 12/25/36 (f)(k)

114

36

Series 2007-1:

Class A2, 0.5338% 3/25/37 (f)(k)

2,461

1,551

Class B1, 0.9338% 3/25/37 (f)(k)

790

174

Class B2, 1.4138% 3/25/37 (f)(k)

569

105

Class B3, 3.6138% 3/25/37 (f)(k)

1,616

242

Class M1, 0.5338% 3/25/37 (f)(k)

669

301

Class M2, 0.5538% 3/25/37 (f)(k)

503

196

Class M3, 0.5838% 3/25/37 (f)(k)

446

156

Class M4, 0.6338% 3/25/37 (f)(k)

342

110

Class M5, 0.6838% 3/25/37 (f)(k)

559

162

Class M6, 0.7638% 3/25/37 (f)(k)

782

192

Series 2007-2A:

Class A1, 0.5338% 7/25/37 (f)(k)

414

289

Class A2, 0.5838% 7/25/37 (f)(k)

388

202

Class B1, 1.8638% 7/25/37 (f)(k)

121

18

Class B2, 2.5138% 7/25/37 (f)(k)

105

16

Class B3, 3.6138% 7/25/37 (f)(k)

118

15

Class M1, 0.6338% 7/25/37 (f)(k)

138

52

Class M2, 0.6738% 7/25/37 (f)(k)

77

23

Class M3, 0.7538% 7/25/37 (f)(k)

78

18

Class M4, 0.9138% 7/25/37 (f)(k)

151

30

Class M5, 1.0138% 7/25/37 (f)(k)

133

23

Class M6, 1.2638% 7/25/37 (f)(k)

169

26

Series 2007-3:

Class A2, 0.5538% 7/25/37 (f)(k)

616

376

Class B1, 1.2138% 7/25/37 (f)(k)

537

122

Class B2, 1.8638% 7/25/37 (f)(k)

1,384

302

Class B3, 4.2638% 7/25/37 (f)(k)

715

147

Class M1, 0.5738% 7/25/37 (f)(k)

464

208

Class M2, 0.6038% 7/25/37 (f)(k)

498

184

Class M3, 0.6338% 7/25/37 (f)(k)

808

261

Class M4, 0.7638% 7/25/37 (f)(k)

1,267

380

Class M5, 0.8638% 7/25/37 (f)(k)

642

182

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Bayview Commercial Asset Trust: - continued

floater:

Series 2007-3:

Class M6, 1.0638% 7/25/37 (f)(k)

$ 489

$ 117

Series 2007-4A:

Class A2, 0.8138% 9/25/37 (f)(k)

4,751

2,138

Class B1, 2.8138% 9/25/37 (f)(k)

803

80

Class B2, 3.7138% 9/25/37 (f)(k)

2,991

269

Class M1, 1.2138% 9/25/37 (f)(k)

749

202

Class M2, 1.3138% 9/25/37 (f)(k)

749

172

Class M4, 1.8638% 9/25/37 (f)(k)

1,968

354

Class M5, 2.0138% 9/25/37 (f)(k)

1,968

295

Class M6, 2.2138% 9/25/37 (f)(k)

1,969

236

Series 2004-1 Class IO, 1.25% 4/25/34 (f)(l)

19,317

647

Series 2006-2A Class IO, 2.4155% 7/25/36 (d)(f)(l)

51,030

3,123

Bear Stearns Commercial Mortgage Securities Trust:

floater:

Series 2006-BBA7:

Class G, 0.7159% 3/15/19 (f)(k)

542

396

Class H, 0.9259% 3/15/19 (f)(k)

365

205

Class J, 1.1259% 3/15/19 (f)(k)

274

148

Series 2007-BBA8:

Class D, 0.5259% 3/15/22 (f)(k)

303

176

Class E, 0.5759% 3/15/22 (f)(k)

1,576

867

Class F, 0.6259% 3/15/22 (f)(k)

967

493

Class G, 0.6759% 3/15/22 (f)(k)

248

119

Class H, 0.8259% 3/15/22 (f)(k)

303

121

Class J, 0.9759% 3/15/22 (f)(k)

303

97

sequential payer:

Series 2006-PW12 Class A2, 5.688% 9/11/38

6,640

6,760

Series 2006-T24 Class A1, 4.905% 10/12/41 (k)

63

64

Series 2007-PW17 Class A1, 5.282% 6/11/50

5,236

5,345

Series 2002-TOP8 Class X2, 2.0844% 8/15/38 (f)(k)(l)

32,300

54

Series 2003-PWR2 Class X2, 0.4686% 5/11/39 (f)(k)(l)

60,795

320

Series 2004-PWR6 Class X2, 0.6184% 11/11/41 (f)(k)(l)

22,454

271

Series 2005-PWR9 Class X2, 0.3576% 9/11/42 (f)(k)(l)

122,399

1,270

Series 2006-PW13 Class A1, 5.294% 9/11/41

5,100

5,222

Series 2007-PW15 Class A1, 5.016% 2/11/44

42

43

Series 2007-T28 Class A1, 5.422% 9/11/42

2,832

2,928

C-BASS Trust floater Series 2006-SC1 Class A, 0.5338% 5/25/36 (f)(k)

5,743

3,391

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

CDC Commercial Mortgage Trust Series 2002-FX1 Class XCL, 2.1172% 5/15/35 (f)(k)(l)

$ 113,450

$ 3,168

Citigroup Commercial Mortgage Trust:

floater Series 2006-FL2:

Class G, 0.6019% 8/15/21 (f)(k)

323

261

Class H, 0.6419% 8/15/21 (f)(k)

258

193

Series 2004-C2 Class XP, 0.9111% 10/15/41 (f)(k)(l)

24,656

273

Series 2007-C6 Class A1, 5.622% 12/10/49 (k)

175

178

Citigroup/Deutsche Bank Commercial Mortgage Trust:

sequential payer Series 2007-CD4 Class A2A, 5.237% 12/11/49

4,270

4,391

Series 2006-CD3 Class X3, 0.4261% 10/15/48 (k)(l)

284,537

3,690

Cobalt CMBS Commercial Mortgage Trust sequential payer Series 2007-C2 Class A2, 5.334% 4/15/47

12,269

12,996

COMM pass-thru certificates:

floater:

Series 2005-F10A:

Class D, 0.5859% 4/15/17 (f)(k)

640

499

Class E, 0.6459% 4/15/17 (f)(k)

204

153

Class F, 0.6859% 4/15/17 (f)(k)

116

80

Class G, 0.8259% 4/15/17 (f)(k)

116

73

Class H, 0.8959% 4/15/17 (f)(k)

116

60

Class J, 1.1259% 4/15/17 (f)(k)

89

35

Series 2005-FL11:

Class F, 0.7259% 11/15/17 (f)(k)

165

135

Class G, 0.7759% 11/15/17 (f)(k)

114

80

sequential payer:

Series 2006-C8 Class A2A, 5.219% 12/10/46

1,935

1,972

Series 2006-CN2A Class A2FX, 5.449% 2/5/19 (f)

7,575

7,599

Series 2004-LBN2 Class X2, 0.8492% 3/10/39 (f)(k)(l)

9,634

35

Series 2005-LP5 Class XP, 0.2886% 5/10/43 (k)(l)

29,023

140

Series 2006-C8 Class XP, 0.4814% 12/10/46 (k)(l)

4,938

73

Commercial Mortgage Asset Trust sequential payer Series 1999-C1 Class A3, 6.64% 1/17/32

331

332

Credit Suisse Commercial Mortgage Trust:

sequential payer:

Series 2006-C5 Class A1, 5.297% 12/15/39

18

18

Series 2007-C3 Class A1, 5.664% 6/15/39 (k)

1

1

Series 2006-C5 Class ASP, 0.6707% 12/15/39 (k)(l)

224,347

3,325

Credit Suisse First Boston Mortgage Securities Corp.:

sequential payer Series 2002-CP5 Class A1, 4.106% 12/15/35

2,966

3,036

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Credit Suisse First Boston Mortgage Securities Corp.: - continued

Series 1998-C1 Class D, 7.17% 5/17/40

$ 210

$ 211

Series 1999-C1 Class E, 7.8879% 9/15/41 (k)

531

530

Series 2001-CK6 Class AX, 0.8793% 8/15/36 (k)(l)

101,136

793

Series 2001-SPGA Class A2, 6.515% 8/13/18 (f)

13,475

13,976

Series 2003-C4 Class ASP, 0.4351% 8/15/36 (f)(k)(l)

2,932

0 *

Series 2004-C1 Class ASP, 0.9553% 1/15/37 (f)(k)(l)

44,162

214

Series 2005-C1 Class ASP, 0.321% 2/15/38 (f)(k)(l)

227,021

1,087

Series 2005-C2 Class ASP, 0.5228% 4/15/37 (f)(k)(l)

42,710

357

Credit Suisse Mortgage Capital Certificates:

floater Series 2007-TFL1:

Class C:

0.4459% 2/15/22 (f)(k)

1,256

716

0.5459% 2/15/22 (f)(k)

448

206

Class F, 0.5959% 2/15/22 (f)(k)

897

368

Series 2010-16 Class A1, 3% 6/25/50

6,470

6,470

First Union National Bank-Bank of America Commercial Mortgage Trust:

sequential pay Series 2001-C1 Class A2, 6.136% 3/15/33

1,099

1,104

Series 2001-C1 Class D, 6.484% 3/15/33

6,920

7,002

GE Capital Commercial Mortgage Corp.:

sequential payer Series 2004-C3 Class A2, 4.433% 7/10/39

1,413

1,431

Series 2001-1 Class X1, 1.0321% 5/15/33 (f)(k)(l)

67,300

297

Series 2004-C1 Class X2, 1.1164% 11/10/38 (f)(k)(l)

2,380

9

Series 2007-C1 Class XP, 0.2009% 12/10/49 (k)(l)

3,735

23

GMAC Commercial Mortgage Securities, Inc.:

sequential payer Series 2003-C2 Class A1, 4.576% 5/10/40

5,701

5,963

Series 2003-C3 Class X2, 0.6149% 4/10/40 (f)(k)(l)

2,417

5

Series 2004-C3 Class X2, 0.6312% 12/10/41 (k)(l)

26,199

181

Greenwich Capital Commercial Funding Corp.:

sequential payer:

Series 2005-GG3 Class A2, 4.305% 8/10/42 (k)

12,409

12,609

Series 2007-GG11 Class A1, 5.358% 12/10/49

187

194

Series 2003-C2 Class XP, 0.8232% 1/5/36 (f)(k)(l)

50,961

120

Series 2005-GG3 Class XP, 0.6925% 8/10/42 (f)(k)(l)

109,017

973

Series 2006-GG7 Class A2, 5.8883% 7/10/38 (k)

7,170

7,325

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

GS Mortgage Securities Corp. II:

floater:

Series 2006-FL8A Class F, 0.7353% 6/6/20 (f)(k)

$ 562

$ 451

Series 2007-EOP:

Class C, 0.6153% 3/6/20 (f)(k)

4,021

3,579

Class D, 0.6653% 3/6/20 (f)(k)

1,390

1,223

Class E, 0.7353% 3/6/20 (f)(k)

1,905

1,657

Class F, 0.7753% 3/6/20 (f)(k)

967

836

Class G, 0.8153% 3/6/20 (f)(k)

479

402

Class H, 0.9453% 3/6/20 (f)(k)

799

675

Class J, 1.1453% 3/6/20 (f)(k)

1,146

951

Series 2001-LIBA Class C, 6.733% 2/14/16 (f)

2,589

2,656

Series 2006-GG6 Class A2, 5.506% 4/10/38

3,793

3,851

GS Mortgage Securities Trust sequential payer:

Series 2006-GG8 Class A2, 5.479% 11/10/39

4,481

4,597

Series 2007-GG10 Class A1, 5.69% 8/10/45

63

65

Hilton Hotel Pool Trust:

sequential payer Series 2000-HLTA Class A1, 7.055% 10/3/15 (f)

318

319

Series 2000-HLTA Class D, 7.555% 10/3/15 (f)

4,870

4,897

JPMorgan Chase Commercial Mortgage Securities Corp.:

Series 2003-CB7 Class X2, 0.7173% 1/12/38 (f)(k)(l)

9,652

19

Series 2003-LN1 Class X2, 0.6581% 10/15/37 (f)(k)(l)

79,485

2

Series 2004-C1 Class X2, 0.9177% 1/15/38 (f)(k)(l)

10,936

46

Series 2004-CB8 Class X2, 1.0321% 1/12/39 (f)(k)(l)

13,179

73

Series 2006-LDP7 Class A2, 5.8595% 4/15/45 (k)

3,513

3,582

JPMorgan Chase Commercial Mortgage Securities Trust:

floater Series 2006-FLA2:

Class D, 0.5059% 11/15/18 (f)(k)

147

84

Class E, 0.5559% 11/15/18 (f)(k)

209

117

Class F, 0.6059% 11/15/18 (f)(k)

314

163

Class G, 0.6359% 11/15/18 (f)(k)

273

136

Class H, 0.7759% 11/15/18 (f)(k)

209

92

sequential payer:

Series 2006-LDP9 Class A1, 5.17% 5/15/47 (k)

2,126

2,153

Series 2008-C2 Class A1, 5.017% 2/12/51

188

188

LB-UBS Commercial Mortgage Trust:

sequential payer:

Series 2006-C1 Class A2, 5.084% 2/15/31

14,905

15,039

Series 2006-C6 Class A1, 5.23% 9/15/39

2,309

2,311

Series 2006-C7 Class A1, 5.279% 11/15/38

758

772

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

LB-UBS Commercial Mortgage Trust: - continued

sequential payer:

Series 2007-C1 Class A1, 5.391% 2/15/40 (k)

$ 1,412

$ 1,439

Series 2004-C2 Class XCP, 1.0459% 3/15/36 (f)(k)(l)

31,396

177

Series 2004-C4 Class A2, 4.567% 6/15/29 (k)

25

25

Series 2004-C6 Class XCP, 0.5835% 8/15/36 (f)(k)(l)

25,928

166

Series 2006-C1 Class XCP, 0.3415% 2/15/41 (k)(l)

184,498

1,514

Series 2006-C6 Class XCP, 0.6666% 9/15/39 (k)(l)

128,657

2,089

Series 2007-C1 Class XCP, 0.3203% 2/15/40 (k)(l)

51,593

601

Series 2007-C2 Class XCP, 0.5279% 2/15/40 (k)(l)

229,018

3,515

LB-UBS Westfield Trust:

Series 2001-WM Class B, 6.647% 7/14/16 (f)

2,500

2,550

Series 2001-WM, 6.754% 7/14/16 (f)

7,589

7,743

Lehman Brothers Floating Rate Commercial Mortgage Trust floater Series 2006-LLFA:

Class F, 0.6159% 9/15/21 (f)(k)

770

574

Class G, 0.6359% 9/15/21 (f)(k)

1,521

1,053

Class H, 0.6759% 9/15/21 (f)(k)

392

171

Merrill Lynch Mortgage Trust:

sequential payer:

Series 2004-MKB1 Class A2, 4.353% 2/12/42

54

54

Series 2005-MKB2 Class A2, 4.806% 9/12/42

1,579

1,577

Series 2007-C1 Class A1, 4.533% 6/12/50

50

50

Series 2005-MCP1 Class XP, 0.6472% 6/12/43 (k)(l)

35,224

581

Series 2005-MKB2 Class XP, 0.2196% 9/12/42 (k)(l)

16,859

101

Merrill Lynch-CFC Commercial Mortgage Trust:

sequential payer:

Series 2007-6 Class A1, 5.175% 3/12/51

1,158

1,175

Series 2007-8 Class A1, 4.622% 8/12/49

2,323

2,373

Series 2007-9 Class A2, 5.59% 9/12/49

4,770

4,971

Series 2006-4 Class XP, 0.6254% 12/12/49 (k)(l)

100,793

1,832

Morgan Stanley Capital I Trust:

floater:

Series 2006-XLF Class C, 1.472% 7/15/19 (f)(k)

554

69

Series 2007-XCLA Class A1, 0.472% 7/17/17 (f)(k)

1,705

938

Series 2007-XLCA Class B, 0.772% 7/17/17 (f)(k)

1,139

80

Series 2007-XLFA:

Class D, 0.462% 10/15/20 (f)(k)

449

101

Class E, 0.522% 10/15/20 (f)(k)

562

70

Class F, 0.572% 10/15/20 (f)(k)

337

34

Class G, 0.612% 10/15/20 (f)(k)

417

31

Class H, 0.702% 10/15/20 (f)(k)

262

7

Class J, 0.852% 10/15/20 (f)(k)

300

7

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Morgan Stanley Capital I Trust: - continued

floater:

Series 2007-XLFA:

Class MHRO, 0.962% 10/15/20 (f)(k)

$ 158

$ 32

Class MJPM, 1.272% 10/15/20 (f)(k)

50

38

Class MSTR, 0.972% 10/15/20 (f)(k)

94

19

Class NHRO, 1.162% 10/15/20 (f)(k)

234

33

Class NSTR, 1.122% 10/15/20 (f)(k)

87

12

sequential payer:

Series 2003-IQ4 Class A1, 3.27% 5/15/40

573

572

Series 2003-IQ5 Class X2, 0.8727% 4/15/38 (f)(k)(l)

24,293

201

Series 2006-T23 Class A1, 5.682% 8/12/41

663

672

Series 2007-HQ11 Class A1, 5.246% 2/12/44

2,464

2,511

Series 2007-IQ13 Class A1, 5.05% 3/15/44

37

37

Series 2007-IQ14:

Class A1, 5.38% 4/15/49

101

104

Class A2, 5.61% 4/15/49

12,445

13,064

Series 2007-T25 Class A1, 5.391% 11/12/49

63

65

Series 2003-IQ6 Class X2, 0.5807% 12/15/41 (f)(k)(l)

49,218

358

Series 2005-HQ5 Class X2, 0.1695% 1/14/42 (k)(l)

40,965

207

Series 2005-IQ9 Class X2, 1.0854% 7/15/56 (f)(k)(l)

41,214

587

Series 2005-TOP17 Class X2, 0.587% 12/13/41 (k)(l)

30,280

394

Series 2006-HQ10 Class X2, 0.4996% 11/12/41 (f)(k)(l)

2,446

27

Series 2007-XLC1:

Class C, 0.872% 7/17/17 (f)(k)

1,544

39

Class D, 0.972% 7/17/17 (f)(k)

726

18

Class E, 1.072% 7/17/17 (f)(k)

590

15

Morgan Stanley Dean Witter Capital I Trust:

Series 2003-HQ2 Class X2, 1.3353% 3/12/35 (f)(k)(l)

44,124

298

Series 2003-TOP9 Class X2, 1.473% 11/13/36 (f)(k)(l)

26,808

166

Nomura Asset Securities Corp. Series 1995-MD3 Class B2, 12.3813% 4/4/27 (k)

6,225

6,224

Wachovia Bank Commercial Mortgage Trust:

floater:

Series 2005-WL5A Class K, 1.4759% 1/15/18 (f)(k)

859

854

Series 2006-WL7A:

Class E, 0.5519% 9/15/21 (f)(k)

938

557

Class F, 0.6119% 8/11/18 (f)(k)

1,264

528

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Wachovia Bank Commercial Mortgage Trust: - continued

floater:

Series 2006-WL7A:

Class G, 0.6319% 8/11/18 (f)(k)

$ 1,198

$ 486

Class J, 0.8719% 8/11/18 (f)(k)

266

68

Series 2007-WHL8:

Class AP1, 0.9759% 6/15/20 (f)(k)

68

37

Class AP2, 1.0759% 6/15/20 (f)(k)

112

56

Class F, 0.7559% 6/15/20 (f)(k)

2,172

543

Class LXR2, 1.0759% 6/15/20 (f)(k)

1,481

740

sequential payer:

Series 2006-C23 Class A2, 5.416% 1/15/45

7,684

7,775

Series 2006-C29 Class A1, 5.11% 11/15/48

152

154

Series 2007-C30 Class A1, 5.031% 12/15/43

1,489

1,504

Series 2007-C31 Class A1, 5.14% 4/15/47

1,109

1,121

Series 2003-C8 Class XP, 0.1813% 11/15/35 (f)(k)(l)

911

1

Series 2003-C9 Class XP, 0.4499% 12/15/35 (f)(k)(l)

1,275

2

Series 2006-C23 Class X, 0.081% 1/15/45 (f)(k)(l)

973,824

3,055

Series 2007-C30 Class XP, 0.4367% 12/15/43 (f)(k)(l)

251,606

3,436

Series 2007-C31A Class A2, 5.421% 4/15/47

5,920

6,129

WaMu Commercial Mortgage Securities Trust sequential payer Series 2005-C1A Class AJ, 5.19% 5/25/36 (f)

6,140

6,235

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $361,722)

325,877

Municipal Securities - 0.1%

 

Illinois Gen. Oblig. Series 2010, 3.321% 1/1/13
(Cost $9,917)

9,917

9,902

Foreign Government and Government Agency Obligations - 0.3%

 

Ontario Province 1.875% 11/19/12
(Cost $20,213)

20,250

20,712

Certificates of Deposit - 0.2%

 

Royal Bank of Canada New York Branch yankee 2.25% 3/15/13
(Cost $17,287)

17,298

17,753

Cash Equivalents - 11.3%

Maturity Amount (000s)

Value (000s)

Investments in repurchase agreements in a joint trading account at 0.25%, dated 8/31/10 due 9/1/10:

(Collateralized by U.S. Government Obligations) #

$ 95,436

$ 95,435

(Collateralized by U.S. Government Obligations) # (b)

817,006

817,000

TOTAL CASH EQUIVALENTS

(Cost $912,435)

912,435

TOTAL INVESTMENT PORTFOLIO - 110.6%

(Cost $8,960,709)

8,978,191

NET OTHER ASSETS (LIABILITIES) - (10.6)%

(860,446)

NET ASSETS - 100%

$ 8,117,745

Swap Agreements

 

Expiration Date

Notional Amount (000s)

 

Credit Default Swaps

Receive monthly notional amount multiplied by .82% and pay UBS upon credit event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC6 Class M3, 5.6413% 7/25/34 (j)

August 2034

$ 300

(177)

Receive monthly notional amount multiplied by .85% and pay UBS upon credit event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC8 Class M6, 5.4413% 9/25/34 (j)

Oct. 2034

356

(189)

Receive monthly notional amount multiplied by 2.54% and pay Merrill Lynch upon credit event of Countrywide Home Loans, Inc., par value of the notional amount of Countrywide Home Loans, Inc. Series 2003-BC1 Class B1, 7.6913% 3/25/32 (Rating-Ba1) (j)

April 2032

129

(75)

Receive monthly notional amount multiplied by 2.61% and pay Goldman Sachs upon credit event of Fremont Home Loan Trust, par value of the notional amount of Fremont Home Loan Trust Series 2004-A Class B3, 7.0413% 1/25/34 (Rating-C) (j)

Feb. 2034

4

(4)

Swap Agreements - continued

 

Expiration Date

Notional Amount (000s)

Value (000s)

Credit Default Swaps - continued

Receive monthly notional amount multiplied by 3.05% and pay Merrill Lynch upon credit event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC8, Class B3, 7.2913% 9/25/34 (Rating-B1) (j)

Oct. 2034

$ 389

$ (215)

Receive monthly notional amount multiplied by 3.35% and pay Morgan Stanley, Inc. upon credit event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-HE7, Class B3, 9.01% 8/25/34 (Rating-C) (j)

Sept. 2034

291

(232)

 

$ 1,469

$ (892)

Legend

(a) Non-income producing

(b) Includes investment made with cash collateral received from securities on loan.

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

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

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

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $836,507,000 or 10.3% of net assets.

(g) Under the Temporary Liquidity Guarantee Program, the Federal Deposit Insurance Corporation guarantees principal and interest in the event of payment default or bankruptcy until the earlier of maturity date of the debt or until June 30, 2012. At the end of the period these securities amounted to $200,336,000 or 2.5% of net assets.

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

(i) Security or a portion of the security has been segregated as collateral for open swap agreements. At the period end, the value of securities pledged amounted to $1,461,000.

(j) Represents a credit default swap contract in which the Fund has sold protection on the underlying reference entity. The value of each credit default swap and the credit rating can be measures of the current payment/performance risk. For the underlying reference entity, ratings disclosed are from Moody's Investors Service, Inc. Where Moody's ratings are not available, S&P ratings are disclosed and are indicated as such. All ratings are as of the report date and do not reflect subsequent changes. Where a credit rating is not disclosed, the value is used as the measure of the payment/performance risk.

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

(l) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool held as of the end of the period.

(m) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $6,277,000 or 0.1% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Iberbond 2004 PLC 4.826% 12/24/17

11/30/05

$ 6,547

* Amount represents less than $1,000.

# Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty

Value
(Amounts in thousands)

$95,435,000 due 9/01/10 at 0.25%

Banc of America Securities LLC

$ 7,430

Bank of America NA

11,152

Barclays Capital, Inc.

22,306

Goldman, Sachs & Co.

3,717

Merrill Lynch Government Securities, Inc.

6,691

Mizuho Securities USA, Inc.

29,740

Morgan Stanley & Co., Inc.

14,399

 

$ 95,435

$817,000,000 due 9/01/10 at 0.25%

Deutsche Bank Securities, Inc.

$ 817,000

Affiliated Central Funds

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

Fund
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Value, end of period

% ownership, end of period

Fidelity Corporate Bond 1-5 Year Central Fund

$ 44,351

$ -

$ 44,942 *

$ -

0.0%

Total

$ 44,351

$ -

$ 44,942

$ -

* Includes the value of shares redeemed through in-kind transactions. See Note 6 of the Notes to Financial Statements.

Other Information

The following is a summary of the inputs used, as of August 31, 2010, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Corporate Bonds

$ 1,915,876

$ -

$ 1,915,876

$ -

U.S. Government and Government Agency Obligations

4,116,838

-

4,116,838

-

U.S. Government Agency - Mortgage Securities

530,803

-

530,803

-

Asset-Backed Securities

786,507

-

751,497

35,010

Collateralized Mortgage Obligations

341,488

-

335,860

5,628

Commercial Mortgage Securities

325,877

-

278,662

47,215

Municipal Securities

9,902

-

9,902

-

Foreign Government and Government Agency Obligations

20,712

-

20,712

-

Certificates of Deposit

17,753

-

17,753

-

Cash Equivalents

912,435

-

912,435

-

Total Investments in Securities:

$ 8,978,191

$ -

$ 8,890,338

$ 87,853

Derivative Instruments:

Liabilities

Swap Agreements

$ (892)

$ -

$ -

$ (892)

The following is a reconciliation of Investments in Securities and Derivative Instruments for which Level 3 inputs were used in determining value:

(Amounts in thousands)

 

Investments in Securities:

Beginning Balance

$ 108,230

Total Realized Gain (Loss)

(8,036)

Total Unrealized Gain (Loss)

30,159

Cost of Purchases

36

Proceeds of Sales

(25,176)

Amortization/Accretion

(1,148)

Transfers in to Level 3

21,842

Transfers out of Level 3

(38,054)

Ending Balance

$ 87,853

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at August 31, 2010

$ 19,525

Derivative Instruments:

Swap Agreements

Beginning Balance

$ (814)

Total Unrealized Gain (Loss)

454

Transfers in to Level 3

(532)

Transfers out of Level 3

-

Ending Balance

$ (892)

Realized gain (loss) on Swap Agreements for the period

$ 43

The change in unrealized gain (loss) for the period attributable to Level 3 Swap Agreements held at August 31, 2010

$ 448

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities and Derivative Instruments identified as using Level 3 inputs at either the beginning or the end of the current fiscal period, and includes the value of securities received through affiliated in-kind transactions. See Note 6 of the Notes to Financial Statements. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by risk exposure as of August 31, 2010. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Risk Exposure /
Derivative Type
(Amounts in thousands)

Value

 

Asset

Liability

Credit Risk

Swap Agreements (a)

$ -

$ (892)

(a) Value is disclosed on the Statement of Assets and Liabilities in the Unrealized Appreciation and Unrealized Depreciation on Swap Agreements line-items.

Income Tax Information

At August 31, 2010, the Fund had a capital loss carryforward of approximately $380,964,000 of which $22,435,000, $14,472,000, $2,521,000, $20,065,000, $179,350,000 and $142,121,000 will expire on August 31, 2013, 2014, 2015, 2016, 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

August 31, 2010

Assets

Investment in securities, at value (including securities loaned of $801,000 and repurchase agreements of $912,435) - See accompanying schedule:

Unaffiliated issuers (cost $8,960,709)

 

$ 8,978,191

Receivable for investments sold
Regular delivery

 

1,100

Delayed delivery

 

81,753

Receivable for swap agreements

3

Receivable for fund shares sold

10,261

Interest receivable

37,867

Other receivables

62

Total assets

9,109,237

 

 

 

Liabilities

Payable to custodian bank

$ 224

Payable for investments purchased
Regular delivery

34,462

Delayed delivery

100,421

Payable for fund shares redeemed

34,744

Distributions payable

673

Unrealized depreciation on swap agreements

892

Accrued management fee

2,138

Other affiliated payables

870

Other payables and accrued expenses

68

Collateral on securities loaned, at value

817,000

Total liabilities

991,492

 

 

 

Net Assets

$ 8,117,745

Net Assets consist of:

 

Paid in capital

$ 8,482,242

Undistributed net investment income

8,037

Accumulated undistributed net realized gain (loss) on investments

(389,124)

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

16,590

Net Assets

$ 8,117,745

Short-Term Bond:
Net Asset Value
, offering price and redemption price
per share ($7,773,542 ÷ 916,642 shares)

$ 8.48

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($344,203 ÷ 40,603 shares)

$ 8.48

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 August 31, 2010

 

  

  

Investment Income

  

  

Interest

 

$ 195,878

 

 

 

Expenses

Management fee

$ 23,148

Transfer agent fees

7,182

Fund wide operations fee

2,431

Independent trustees' compensation

26

Miscellaneous

28

Total expenses before reductions

32,815

Expense reductions

(1)

32,814

Net investment income

163,064

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

79,280

Fidelity Central Funds

1,647

 

Futures contracts

6,538

Swap agreements

43

 

Total net realized gain (loss)

 

87,508

Change in net unrealized appreciation (depreciation) on:

Investment securities

140,580

Futures contracts

(4,828)

Swap agreements

454

Total change in net unrealized appreciation (depreciation)

 

136,206

Net gain (loss)

223,714

Net increase (decrease) in net assets resulting from operations

$ 386,778

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
August 31,
2010

Year ended
August 31,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 163,064

$ 187,238

Net realized gain (loss)

87,508

(275,689)

Change in net unrealized appreciation (depreciation)

136,206

205,472

Net increase (decrease) in net assets resulting
from operations

386,778

117,021

Distributions to shareholders from net investment income

(164,826)

(182,933)

Share transactions - net increase (decrease)

1,562,230

(295,010)

Total increase (decrease) in net assets

1,784,182

(360,922)

 

 

 

Net Assets

Beginning of period

6,333,563

6,694,485

End of period (including undistributed net investment income of $8,037 and undistributed net investment income of $10,135, respectively)

$ 8,117,745

$ 6,333,563

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

Annual Report

Financial Highlights - Short-Term Bond

Years ended August 31,

2010

2009

2008

2007

2006 I

2006 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.22

$ 8.31

$ 8.66

$ 8.86

$ 8.82

$ 8.92

Income from Investment Operations

 

 

 

 

 

 

Net investment income D

  .186

  .260

  .376

  .421

  .133

  .344

Net realized and unrealized gain (loss)

  .264

  (.097)

  (.355)

  (.208)

  .037

  (.107)

Total from investment operations

  .450

  .163

  .021

  .213

  .170

  .237

Distributions from net investment income

  (.190)

  (.253)

  (.371)

  (.413)

  (.130)

  (.337)

Net asset value, end of period

$ 8.48

$ 8.22

$ 8.31

$ 8.66

$ 8.86

$ 8.82

Total Return B, C

  5.53%

  2.07%

  .23%

  2.41%

  1.95%

  2.70%

Ratios to Average Net Assets E, G

 

 

 

 

 

Expenses before reductions

  .45%

  .45%

  .45%

  .45%

  .45% A

  .46%

Expenses net of fee waivers, if any

  .45%

  .45%

  .45%

  .45%

  .45% A

  .46%

Expenses net of all reductions

  .45%

  .45%

  .45%

  .45%

  .44% A

  .46%

Net investment income

  2.23%

  3.22%

  4.42%

  4.77%

  4.48% A

  3.88%

Supplemental Data

 

 

 

 

 

 

Net assets,
end of period
(in millions)

$ 7,774

$ 6,333

$ 6,694

$ 7,341

$ 6,345

$ 5,865

Portfolio turnover rate F

  233% J

  264% J

  71%

  82% J

  55% A

  62%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

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

H For the period ended April 30.

I For the four month period ended August 31. The Fund changed its fiscal year from April 30 to August 31, effective August 31, 2006.

J The portfolio turnover rate excludes liquidations and/or redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Financial Highlights - Class F

Years ended August 31,

2010

2009 H

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 8.22

$ 8.10

Income from Investment Operations

 

 

Net investment income D

  .193

  .042

Net realized and unrealized gain (loss)

  .265

  .121 G

Total from investment operations

  .458

  .163

Distributions from net investment income

  (.198)

  (.043)

Net asset value, end of period

$ 8.48

$ 8.22

Total Return B, C

  5.63%

  2.01%

Ratios to Average Net Assets E, I

 

 

Expenses before reductions

  .35%

  .35% A

Expenses net of fee waivers, if any

  .35%

  .35% A

Expenses net of all reductions

  .35%

  .35% A

Net investment income

  2.33%

  3.02% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 344,203

$ 398

Portfolio turnover rate F

  233% J

  264% J

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

H For the period June 26, 2009 (commencement of sale of shares) to August 31, 2009.

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

J The portfolio turnover rate excludes liquidations and/or redemptions executed in-kind from Affiliated Central Funds.

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

Annual Report

Notes to Financial Statements

For the period ended August 31, 2010

1. Organization.

Fidelity Short-Term Bond Fund (the Fund) is a fund of Fidelity Fixed-Income Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Short-Term Bond and Class F shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. In order to disclose class level financial information dollar amounts presented in the notes are unrounded. Class F shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as investment manager. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions also differ by class.

2. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Annual Report

2. Significant Accounting Policies - continued

Security Valuation - continued

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of August 31, 2010, for the Fund's investments, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, foreign government and government agency obligations, municipal securities, U.S. government and government agency obligations and certificates of deposit, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. For asset backed securities, collateralized mortgage obligations, commercial mortgage securities and U.S. government agency mortgage securities, pricing services utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and, accordingly, such securities are generally categorized as Level 2 in the hierarchy. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates fair value and are categorized as Level 2 in the hierarchy.

Swaps are marked-to-market daily based on valuations from independent pricing services or dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Pricing services utilize matrix pricing which considers comparisons to interest rate curves, credit spread curves, default possibilities and recovery rates and, as a result, swaps are generally categorized as Level 2 in the hierarchy.

When independent prices are unavailable or unreliable, debt securities and swaps may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Foreign Currency - continued

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted to the rate of inflation. Interest is accrued based on the principal value, which is adjusted for inflation. The adjustments to principal due to inflation are reflected as increases or decreases to interest income even though principal is not received until maturity. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability 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 amongst each fund in the Trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Annual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of August 31, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

Book-tax differences are primarily due to futures transactions, swap agreements, market discount, partnerships (including allocations from Fidelity Central Funds), deferred trustees compensation, financing transactions, capital loss carryforwards, and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation

$ 157,943,444

Gross unrealized depreciation

(147,649,987)

Net unrealized appreciation (depreciation)

$ 10,293,457

 

 

Tax Cost

$ 8,967,897,550

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 7,135,632

Capital loss carryforward

$ (380,964,876)

Net unrealized appreciation (depreciation)

$ 9,400,529

The tax character of distributions paid was as follows:

 

August 31, 2010

August 31, 2009

Ordinary Income

$ 164,826,414

$ 182,932,593

Annual Report

Notes to Financial Statements - continued

3. Operating Policies.

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

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

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

Annual Report

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund uses derivative instruments (derivatives), including futures contracts and swap agreements, in order to meet its investment objectives. The strategy is to use derivatives to increase returns, to gain exposure to certain types of assets and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives may increase or decrease its exposure to the following risks:

Credit Risk

Credit risk relates to the ability of the issuer to a financial instrument to make further principal or interest payments on an obligation or commitment that it has entered into with the Fund.

Interest Rate Risk

Interest rate risk relates to the fluctuations in the value of interest-bearing securities due to changes in the prevailing levels of market interest rates.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to sell the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain over-the-counter derivatives, the Fund attempts to reduce its exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association (ISDA) Master Agreement on a bilateral basis with each of its counterparties. The ISDA Master Agreement gives each counterparty the right to terminate all transactions traded under such agreement if there is a certain deterioration in the credit quality of the other party. The ISDA Master Agreement gives the Fund the right, upon an event of default by the applicable counterparty or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net payable by one party to the other. To mitigate counterparty credit risk, the Fund offsets certain payables and/or receivables with collateral. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with the Fund's custodian bank in accordance with the collateral agreements entered into between the Fund, the swap counterparty and the Fund's custodian bank and, if required, is identified in the Schedule of Investments. The Fund could experience delays and costs in gaining access to the collateral even though it is held by the Fund's custodian bank. The Fund's maximum risk of loss from counterparty credit risk is generally the aggregate unrealized appreciation and unpaid counterparty

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

fees in excess of any collateral pledged by the counterparty to the Fund. Counterparty risk related to exchange-traded futures contracts is minimal because of the protection provided by the exchange on which they trade. Risk of loss may exceed the amounts recognized in the Statement of Assets and Liabilities.

Net Realized Gain (Loss) and Change in Net Unrealized Appreciation (Depreciation) on Derivatives. The table below, which reflects the impacts of derivatives on the financial performance of the Fund, summarizes the net realized gain (loss) and change in net unrealized appreciation (depreciation) for derivatives during the period.

Risk Exposure / Derivative Type

Net Realized Gain (Loss)

Change in Net Unrealized Appreciation (Depreciation)

Credit Risk

 

 

Swap Agreements

$ 42,672

$ 453,793

Interest Rate Risk

 

 

Futures Contracts

6,537,938

(4,827,914)

Totals (a)(b)(c)

$ 6,580,610

$ (4,374,121)

(a) A summary of the value of derivatives by risk exposure as of period end, if any, is included at the end of the Schedule of Investments and is representative of activity for the period.

(b) Total derivatives net realized gain (loss) included in the Statement of Operations is comprised of $ $6,537,938 for futures contracts and $42,672 for swap agreements.

(c) Total derivatives change in net unrealized appreciation (depreciation) included in the Statement of Operations is comprised of $(4,827,914) for futures contracts and $453,793 for swap agreements.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund uses futures contracts to manage its exposure to the bond market and to fluctuations in interest rates.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). Realized gain or (loss) is recorded upon the expiration or closing of a futures contract. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is included in the Statement of Operations.

Annual Report

4. Derivative Instruments - continued

Futures Contracts - continued

The underlying face amount at value of open futures contracts at period end, if any, is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments. The receivable and/or payable for the variation margin are reflected in the Statement of Assets and Liabilities.

Certain risks may arise upon entering into futures contracts, including the risk that an illiquid market may limit the ability to close out a futures contract prior to settlement date.

Swap Agreements. A swap agreement (swap) is a contract between two parties to exchange future cash flows at periodic intervals based on a notional principal amount.

Details of swaps open at period end, if any, are included in the Schedule of Investments under the caption "Swap Agreements." Swaps are marked-to-market daily and changes in value are recorded as unrealized appreciation or (depreciation) and reflected in the Statement of Assets and Liabilities. Any upfront payments made or received upon entering a swap to compensate for differences between stated terms of the agreement and prevailing market conditions (e.g. credit spreads, interest rates or other factors) are recorded as realized gain or (loss) ratably over the term of the swap. Payments are exchanged at specified intervals, accrued daily commencing with the effective date of the contract and recorded as realized gain or (loss). Realized gain or (loss) is also recorded in the event of an early termination of a swap. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on swaps during the period is included in the Statement of Operations.

Risks of loss may include credit risk. In addition, there is the risk of failure by the counterparty to perform under the terms of the agreement and lack of liquidity in the market.

Credit Default Swaps. Credit default swaps enable the Fund to buy or sell protection on a debt security or a basket of securities against a defined credit event. Under the terms of a credit default swap the buyer of protection (buyer) receives credit protection in exchange for making periodic payments to the seller of protection (seller) based on a fixed percentage applied to a notional principal amount. In return for these payments, the seller acts as a guarantor of the creditworthiness of a reference obligation. The Fund entered into credit default swaps as a seller to gain credit exposure to an issuer and/or as a buyer to provide a measure of protection against defaults of an issuer. The issuer may be either a single issuer or a "basket" of issuers. Periodic payments are made over the life of the contract provided that no credit event occurs.

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Credit Default Swaps - continued

For credit default swaps on most corporate and sovereign issuers, credit events include bankruptcy, failure to pay, obligation acceleration or repudiation/moratorium. For credit default swaps on corporate or sovereign issuers, the obligation that may be put to the seller is not limited to the specific reference obligation described in the Schedule of Investments. For credit default swaps on asset-backed securities, a credit event may be triggered by events such as failure to pay principal, maturity extension, rating downgrade or write-down. For credit default swaps on asset-backed securities, the reference obligation described represents the security that may be put to the seller.

As a seller, if an underlying credit event occurs, the Fund will either pay the buyer an amount equal to the notional amount of the swap and take delivery of the reference obligation or underlying securities comprising an index or pay a net settlement amount of cash equal to the notional amount of the swap less the recovery value of the reference obligation or underlying securities comprising an index.

As a buyer, if an underlying credit event occurs, the Fund will either receive from the seller an amount equal to the notional amount of the swap and deliver the reference obligation or underlying securities comprising an index or receive a net settlement amount of cash equal to the notional amount of the swap less the recovery value of the reference obligation or underlying securities comprising an index.

Typically, the value of each credit default swap and credit rating disclosed for each reference obligation in the Schedule of Investments, where the Fund is the seller, can be used as measures of the current payment/performance risk of the swap. As the value of the swap changes as a positive or negative percentage of the total notional amount, the payment/performance risk may decrease or increase, respectively. Any current or future declines in the value of the swap may be partially offset by upfront payments received by the Fund as the seller, if applicable. In addition to these measures, FMR monitors a variety of factors including cash flow assumptions, market activity and market sentiment as part of its ongoing process of assessing payment/performance risk.

The notional amount of credit default swaps is included in the Schedule of Investments and approximates the maximum potential amount of future payments that the Fund could be required to make if the Fund is the seller and a credit event were to occur. The total notional amount of all credit default swaps open at period end where the Fund is the seller amounted to $1,468,288 representing .02% of net assets.

Annual Report

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, U.S. government securities and liquidations executed in-kind from affiliated Central Funds, aggregated $2,094,564,898 and $1,511,534,228 respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .20% of the Fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .32% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives an asset-based fee of .10% of Short-Term Bond Fund's average net assets. FIIOC receives no fees for providing transfer agency services for Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Fundwide Operations Fee. Pursuant to the Fundwide Operations and Expense Agreement (FWOE), FMR has agreed to provide for fund level expenses (which do not include transfer agent, compensation of the independent Trustees, interest (including commitment fees), taxes or extraordinary expenses, if any) in return for a FWOE fee equal to .35% less the total amount of the management fee. The FWOE paid by the Fund is reduced by an amount equal to the fees and expenses paid to the independent Trustees. For the period, the FWOE fee was equivalent to an annual rate of .03% of average net assets.

Other Affiliated Transactions. On September 25, 2009, the Fidelity Corporate Bond 1-5 Year Central Fund ("1-5 Year"), a Fidelity Central Fund in which the Fund was invested, was liquidated pursuant to a Plan of Liquidation and Dissolution approved by its Board. Under the plan, 1-5 Year distributed in-kind all of its net assets to its shareholders pro rata at its net asset value (NAV) per share as of the close of business on the liquidation date. As a result, the Fund received cash and securities, including accrued interest, of $44,941,724 in return for 433,584 shares of 1-5 Year. Because 1-5 Year was a partnership for federal income tax purposes, the liquidation generally was tax free to the Fund.

Annual Report

Notes to Financial Statements - continued

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $27,929 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received 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. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of interest income. Net income from lending portfolio securities during the period amounted to $240,179.

9. Expense Reductions.

Through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $1,263.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended August 31,

2010

2009 A

From net investment income

 

 

Short-Term Bond

$ 161,868,355

$ 182,930,708

Class F

2,958,059

1,885

Total

$ 164,826,414

$ 182,932,593

A Distributions for Class F are for the period June 26, 2009 (commencement of sale of shares) to August 31, 2009.

Annual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended August 31,

2010

2009A

2010

2009A

Short-Term Bond

 

 

 

 

Shares sold

335,553,745

229,979,818

$ 2,807,160,398

$ 1,853,482,993

Reinvestment of distributions

18,211,889

21,600,190

152,546,091

174,104,229

Shares redeemed

(207,395,812)

(286,971,458)

(1,737,664,480)

(2,322,990,140)

Net increase (decrease)

146,369,822

(35,391,450)

$ 1,222,042,009

$ (295,402,918)

Class F

 

 

 

 

Shares sold

42,291,042

48,250

$ 354,784,284

$ 391,545

Reinvestment of distributions

351,474

230

2,957,972

1,885

Shares redeemed

(2,088,221)

(32)

(17,552,500)

(260)

Net increase (decrease)

40,554,295

48,448

$ 340,189,756

$ 393,170

A Share transactions for class F are for the period June 26, 2009 (commencement of sale of shares) to August 31, 2009.

12. Other.

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

At the end of the period, the Fidelity Freedom Funds were the owner of record, in the aggregate, of approximately 26% of the total outstanding shares of the Fund.

13. Credit Risk.

The Fund invests a portion of its assets in structured securities of issuers backed by residential mortgage loans, credit card receivables and automotive loans. The value and related income of these securities is sensitive to changes in economic conditions, including delinquencies and/or defaults.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Fixed-Income Trust and the Shareholders of Fidelity Short-Term Bond 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 Short-Term Bond Fund (a fund of Fidelity Fixed-Income Trust) at August 31, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Short-Term Bond Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 20, 2010

Annual Report

Trustees and Officers

The Trustees and executive officers of the trust and funds, as applicable, are listed below. The Board of Trustees governs each fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee each fund's activities, review contractual arrangements with companies that provide services to each fund, oversee management of the risks associated with such activities and contractual arrangements, and review each fund's performance. Except for James C. Curvey, each of the Trustees oversees 189 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. 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.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing each fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the funds, is provided below.

Annual Report

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the funds. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Kenneth L. Wolfe serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The funds' Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may invest in Fidelity funds that are overseen by such other Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, each fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the funds' activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the funds' business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the funds are carried out by or through FMR, its affiliates and other service providers, the funds' exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's

Annual Report

Trustees and Officers - continued

committees has responsibility for overseeing different aspects of the funds' activities, oversight is exercised primarily through the Operations and Audit Committees. Appropriate personnel, including but not limited to the funds' Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the funds' Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

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

Interested Trustees*:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Abigail P. Johnson (48)

 

Year of Election or Appointment: 2009

Ms. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

James C. Curvey (75)

 

Year of Election or Appointment: 2007

Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

* 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.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience+

Albert R. Gamper, Jr. (68)

 

Year of Election or Appointment: 2006

Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). He also served as President and Chief Executive Officer of Tyco Capital Corporation (2001-2002). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System. Previously, Mr. Gamper served as Chairman of the Board of Governors, Rutgers University (2004-2007).

Robert F. Gartland (58)

 

Year of Election or Appointment: 2010

Mr. Gartland is a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-present) and is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).

Arthur E. Johnson (63)

 

Year of Election or Appointment: 2008

Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present) and AGL Resources, Inc. (holding company). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson and Ms. Abigail P. Johnson are not related.

Michael E. Kenneally (56)

 

Year of Election or Appointment: 2009

Previously, Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity Fixed Income and Asset Allocation Funds (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003-2005). Mr. Kenneally was a Director of the Credit Suisse Funds (U.S. mutual funds, 2004-2008) and certain other closed-end funds (2004-2005) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (69)

 

Year of Election or Appointment: 2007

Mr. Keyes serves as a member of the Boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, since 1998). Prior to his retirement, Mr. Keyes served as Chairman and Chief Executive Officer of Johnson Controls (automotive, building, and energy, 1998-2002) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (63)

 

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. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is an Honorary Trustee of the Brookings Institution and a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California and the Foundation Board of the School of Architecture at the University of Virginia (2007-present). Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).

Kenneth L. Wolfe (71)

 

Year of Election or Appointment: 2005

Mr. Wolfe is Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2008-present). Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Executive Officers:

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

Name, Age; Principal Occupation

John R. Hebble (52)

 

Year of Election or Appointment: 2008 

President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present), Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments.

Boyce I. Greer (54)

 

Year of Election or Appointment: 2005

Vice President of Fidelity's Fixed Income Funds and Asset Allocation Funds (2005). Mr. Greer is also a Trustee of other investment companies advised by FMR. Mr. Greer is President of The North Carolina Capital Management Trust: Cash and Term Portfolio (2003-present), the Asset Allocation Division (2008-present), President and a Director of Strategic Advisers, Inc. (2008-present), President of FIMM 130/30 LLC (2008-present), Director of Ballyrock Investment Advisors LLC (2006-present), and an Executive Vice President of FMR (2005-present). Previously, Mr. Greer served as Executive Vice President of FMR Co., Inc. (2005-2009), President and Director of Fidelity Investments Money Management, Inc. (2007-2009) and as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005).

Christopher P. Sullivan (56)

 

Year of Election or Appointment: 2009

Vice President of Fidelity's Bond Funds. Mr. Sullivan also serves as President of Fidelity's Bond Division (2009-present). Mr. Sullivan is Executive Vice President of Fidelity Investments Money Management, Inc. (2009-present), and a Director of Fidelity Management & Research (U.K.) Inc. (2010-present). Previously, Mr. Sullivan served as Managing Director, Co-Head of U.S. Fixed Income at Goldman Sachs Asset Management (2001-2009).

Christine J. Thompson (52)

 

Year of Election or Appointment: 2010

Vice President of Fidelity's Bond Funds. Ms. Thompson also serves as Chief Investment Officer of FMR's Bond Group (2010-present) and is an employee of Fidelity Investments. Previously, Ms. Thompson served as Director of Municipal Bond Portfolio Managers (2002-2010).

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

David J. Carter (37)

 

Year of Election or Appointment: 2010

Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Carter also serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2005-present).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (51)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Michael H. Whitaker (43)

 

Year of Election or Appointment: 2008

Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker also serves as Chief Compliance Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present). Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Jeffrey S. Christian (48)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Stephanie J. Dorsey (41)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Deberghes also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2009

Assistant Treasurer of the Fidelity Fixed Income and Asset Allocation Funds. Mr. Robins also serves as President and Treasurer of other Fidelity funds (2008-present; 2010-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Annual Report

Distributions (Unaudited)

A total of 13.87% 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 designates $103,311,502 of distributions paid during the period January 1, 2010 to August 31, 2010 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2011 of amounts for use in preparing 2010 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

fid264For mutual fund and brokerage trading.

fid266For quotes.*

fid268For account balances and holdings.

fid270To review orders and mutual
fund activity.

fid272To change your PIN.

fid274fid276To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

Annual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

17550 North 75th Avenue
Glendale, AZ

5330 E. Broadway Blvd
Tucson, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

601 Larkspur Landing Circle
Larkspur, CA

2000 Avenue of the Stars
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16656 Bernardo Ctr. Drive
Rancho Bernardo, CA

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

398 West El Camino Real
Sunnyvale, CA

111 South Westlake Blvd
Thousand Oaks, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6326 Canoga Avenue
Woodland Hills, CA

2211 Michelson Drive
Irvine, CA

Colorado

281 East Flatiron Circle
Broomfield, CO

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

1261 Post Road
Fairfield, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

175 East Altamonte Drive
Altamonte Springs, FL

1400 Glades Road
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

8880 Tamiami Trail, North
Naples, FL

230 Royal Palm Way
Palm Beach, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3242 Peachtree Road
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

401 North Michigan Avenue
Chicago, IL

One Skokie Valley Road
Highland Park, IL

1415 West 22nd Street
Oak Brook, IL

15105 S LaGrange Road
Orland Park, IL

1572 East Golf Road
Schaumburg, IL

1823 Freedom Drive
Naperville, IL

Indiana

8480 Keystone Crossing
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

610 York Road
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

200 Endicott Street
Danvers, MA

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

Annual Report

405 Cochituate Road
Framingham, MA

551 Boston Turnpike
Shrewsbury, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 N. Old Woodward Ave.
Birmingham, MI

30200 Northwestern Hwy.
Farmington Hills, MI

43420 Grand River Avenue
Novi, MI

3480 28th Street
Grand Rapids, MI

2425 S. Linden Road STE E
Flint, MI

Minnesota

7740 France Avenue South
Edina, MN

8342 3rd Street North
Oakdale, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

501 Route 73 South
Marlton, NJ

150 Essex Street
Millburn, NJ

35 Morris Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New Mexico

2261 Q Street NE
Albuquerque, NM

New York

1130 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

3349 Monroe Avenue
Rochester, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

1800 Crocker Road
Westlake, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

10 Memorial Boulevard
Providence, RI

Tennessee

3018 Peoples Street
Johnson City, TN

7628 West Farmington Blvd.
Germantown, TN

2035 Mallory Lane
Franklin, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

1701 Lake Robbins Drive
The Woodlands, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

1576 East Southlake Blvd.
Southlake, TX

15600 Southwest Freeway
Sugar Land, TX

139 N. Loop 1604 East
San Antonio, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

11957 Democracy Drive
Reston, VA

Washington

10500 NE 8th Street
Bellevue, WA

1518 6th Avenue
Seattle, WA

304 Strander Blvd
Tukwila, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

16020 West Bluemound Road
Brookfield, WI

Annual Report

To Write Fidelity

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

(letter_graphic)

Making Changes
To Your Account

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

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

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

General Correspondence

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

(letter_graphic)

For Retirement
Accounts

Buying shares

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

Selling shares

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

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

General Correspondence

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

Annual Report

Investment Adviser

Fidelity Management & Research Company Boston, MA

Investment Sub-Advisers

Fidelity Research & Analysis Company

Fidelity Investments Money
Management, Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

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Fidelity®
Short-Term Bond
Fund -
Class F

Annual Report

August 31, 2010

(2_fidelity_logos) (Registered_Trademark)

Contents

Performance

<Click Here>

How the fund has done over time.

Management's Discussion of Fund Performance

<Click Here>

The Portfolio Managers' review of fund performance and strategy.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

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

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

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

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended August 31, 2010

Past 1
year

Past 5
years

Past 10
years

Class F A

5.63%

2.72%

3.83%

A The initial offering of Class F shares took place on June 26, 2009. Returns prior to June 26, 2009 are those of Fidelity® Short Term Bond Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Short-Term Bond Fund - Class F on August 31, 2000. The chart shows how the value of your investment would have changed, and also shows how the Barclays Capital U.S. 1-3 Year Government/Credit Bond Index performed over the same period. The initial offering of Class F took place on June 26, 2009. See above for additional information regarding the performance of Class F.

fid577

Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. taxable bonds generated strong results during the 12-month period ending August 31, 2010, as evidenced by the 9.18% advance of the Barclays Capital U.S. Aggregate Bond Index, a broad measure of the domestic investment-grade debt universe. Riskier segments of the market fared best overall, led by corporate bonds and asset-backed securities (ABS). These sectors were big beneficiaries of robust demand from investors seeking attractively priced, higher-yielding investments amid signs of economic stabilization during much of the period. The Barclays Capital U.S. Credit Bond Index rose 12.87% and the Barclays Capital U.S. Fixed-Rate ABS Index returned 10.53%. The Barclays Capital U.S. Treasury Bond Index advanced 8.13%, with most of the gain coming in the second half of the period. That's when investors began to return to the relative safety of U.S. government bonds, as the economic outlook became less certain and worries about inflation receded. Elsewhere, mortgage-backed securities (MBS), bolstered largely by government purchase programs, increased 6.97%, as measured by the Barclays Capital U.S. MBS Index. Government-backed agency securities lagged the broader MBS market, with the Barclays Capital U.S. Agency Bond Index gaining 5.82%. Agency securities initially were constrained by investors' diminished appetite for bonds with lower perceived credit risk, but later were helped by the Federal Reserve's purchases of agency debt.

Comments from Robert Galusza and Robin Foley, Lead Portfolio Manager and Co-Portfolio Manager, respectively, of Fidelity® Short-Term Bond Fund: For the year, the fund's Class F shares gained 5.63%, while the Barclays Capital U.S. 1-3 Year Government/Credit Bond Index rose 3.40%. Most of the fund's outperformance versus the index can be attributed to sector selection, with a heavy emphasis throughout much of the period on strong-performing corporate bonds, ABS, collateralized mortgage obligations, and residential and commercial MBS. Each sector was driven by strong demand from investors seeking higher yields amid signs the economy and credit markets were stabilizing. Our positioning within corporates was fruitful, led by a large overweighting in financials. A corresponding underweighting in government securities also paid off, as did strong issue selection within the category and favorable yield-curve positioning overall. During the period, we reduced the fund's weighting in government agency securities and, to a lesser extent, other non-Treasury sectors - including eliminating exposure to Eurodollar futures - based on valuations, and redeployed most of the proceeds into Treasuries.

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

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2010 to August 31, 2010).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Annual Report

 

Annualized Expense Ratio

Beginning
Account Value
March 1, 2010

Ending
Account Value
August 31, 2010

Expenses Paid
During Period
*
March 1, 2010
to August 31, 2010

Short-Term Bond

.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,022.40

$ 2.29

HypotheticalA

 

$ 1,000.00

$ 1,022.94

$ 2.29

Class F

.35%

 

 

 

Actual

 

$ 1,000.00

$ 1,022.90

$ 1.78

HypotheticalA

 

$ 1,000.00

$ 1,023.44

$ 1.79

A 5% return per year before expenses

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

Annual Report

Investment Changes (Unaudited)

Quality Diversification (% of fund's net assets)

As of August 31, 2010

As of February 28, 2010

fid295

U.S. Government and
U.S. Government
Agency Obligations 59.7%

 

fid295

U.S. Government and
U.S. Government
Agency Obligations 51.4%

 

fid523

AAA 12.9%

 

fid523

AAA 13.7%

 

fid302

AA 8.3%

 

fid302

AA 8.5%

 

fid334

A 7.3%

 

fid334

A 9.1%

 

fid312

BBB 9.9%

 

fid312

BBB 10.8%

 

fid316

BB and Below 0.9%

 

fid316

BB and Below 1.2%

 

fid534

Not Rated 0.3%

 

fid534

Not Rated 0.4%

 

fid320

Short-Term Investments
and Net Other Assets 0.7%

 

fid320

Short-Term Investments
and Net Other Assets 4.9%

 

fid595

We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the report date and do not reflect subsequent downgrades. Securities rated BB or below were rated investment grade at the time of acquisition.

Weighted Average Maturity as of August 31, 2010

 

 

6 months ago

Years

2.4

2.4

Weighted Average Maturity (WAM) is a weighted average of all the maturities of the securities held in a fund. The weighted average maturity is based on the dollar-weighted average length of time until principal payments are expected or until securities reach maturity, taking into account any maturity shortening feature such as a call, refunding or redemption provision if it is probable that the issuer of the instrument will take advantage of such features.

Duration as of August 31, 2010

 

 

6 months ago

Years

1.9

1.8

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

Asset Allocation (% of fund's net assets)

As of August 31, 2010 *

As of February 28, 2010 **

fid295

Corporate Bonds 23.6%

 

fid295

Corporate Bonds 25.8%

 

fid523

U.S. Government and
U.S. Government
Agency Obligations 59.7%

 

fid523

U.S. Government and
U.S. Government
Agency Obligations 51.4%

 

fid302

Asset-Backed
Securities 9.7%

 

fid302

Asset-Backed
Securities 12.1%

 

fid334

CMOs and Other Mortgage Related Securities 5.7%

 

fid334

CMOs and Other Mortgage Related Securities 5.4%

 

fid312

Municipal Bonds 0.1%

 

fid312

Municipal Bonds 0.1%

 

fid534

Other Investments 0.5%

 

fid534

Other Investments 0.3%

 

fid320

Short-Term Investments
and Net Other Assets 0.7%

 

fid320

Short-Term Investments
and Net Other Assets 4.9%

 

fid611

* Foreign investments

8.2%

 

** Foreign investments

9.9%

 

* Futures and Swaps

0.0%

 

** Futures and Swaps

5.3%

 

Includes FDIC Guaranteed Corporate Securities.

Annual Report

Investments August 31, 2010

Showing Percentage of Net Assets

Nonconvertible Bonds - 23.6%

 

Principal Amount (000s)

Value (000s)

CONSUMER DISCRETIONARY - 2.1%

Auto Components - 0.3%

DaimlerChrysler NA Holding Corp.:

5.75% 9/8/11

$ 16,316

$ 17,075

5.875% 3/15/11

4,350

4,467

6.5% 11/15/13

6,814

7,784

 

29,326

Diversified Consumer Services - 0.1%

Yale University 2.9% 10/15/14

5,340

5,665

Household Durables - 0.3%

Fortune Brands, Inc.:

3% 6/1/12

6,820

6,915

5.125% 1/15/11

10,267

10,420

Whirlpool Corp. 6.125% 6/15/11

7,250

7,490

 

24,825

Media - 1.2%

Comcast Cable Communications, Inc. 6.75% 1/30/11

23,665

24,239

Comcast Corp. 5.45% 11/15/10

1,150

1,161

COX Communications, Inc. 7.125% 10/1/12

18,400

20,459

NBC Universal, Inc. 3.65% 4/30/15 (f)

7,820

8,202

News America, Inc. 5.3% 12/15/14

9,474

10,689

Time Warner Cable, Inc. 5.4% 7/2/12

20,680

22,189

Time Warner, Inc. 3.15% 7/15/15

11,388

11,706

 

98,645

Specialty Retail - 0.2%

Staples, Inc.:

7.375% 10/1/12

6,373

7,099

7.75% 4/1/11

7,050

7,317

 

14,416

TOTAL CONSUMER DISCRETIONARY

172,877

CONSUMER STAPLES - 1.2%

Beverages - 0.5%

Anheuser-Busch InBev Worldwide, Inc.:

2.5% 3/26/13 (f)

12,819

13,030

7.2% 1/15/14 (f)

11,100

12,940

Diageo Capital PLC 5.2% 1/30/13

2,405

2,625

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

CONSUMER STAPLES - continued

Beverages - continued

Diageo Finance BV 5.5% 4/1/13

$ 8,519

$ 9,412

The Coca-Cola Co. 3.625% 3/15/14

590

640

 

38,647

Food & Staples Retailing - 0.1%

Wal-Mart Stores, Inc. 2.25% 7/8/15

9,508

9,778

Food Products - 0.4%

Cargill, Inc. 5.2% 1/22/13 (f)

2,175

2,361

Kraft Foods, Inc.:

2.625% 5/8/13

19,534

20,158

5.625% 11/1/11

7,653

8,063

 

30,582

Tobacco - 0.2%

Altria Group, Inc.:

4.125% 9/11/15

7,500

7,958

8.5% 11/10/13

8,000

9,526

 

17,484

TOTAL CONSUMER STAPLES

96,491

ENERGY - 1.4%

Energy Equipment & Services - 0.0%

Weatherford International Ltd. 5.15% 3/15/13

401

429

Oil, Gas & Consumable Fuels - 1.4%

Cenovus Energy, Inc. 4.5% 9/15/14

11,287

12,382

Delek & Avner-Yam Tethys Ltd. 5.326% 8/1/13 (f)

6,093

6,140

Duke Energy Field Services 6.875% 2/1/11

454

465

EnCana Corp. 6.3% 11/1/11

936

989

Enterprise Products Operating LP 4.6% 8/1/12

9,289

9,726

Gazstream SA 5.625% 7/22/13 (f)

5,687

5,871

Nexen, Inc. 5.05% 11/20/13

334

362

NGPL PipeCo LLC 6.514% 12/15/12 (f)

6,699

7,037

Plains All American Pipeline LP 7.75% 10/15/12

1,925

2,148

Plains All American Pipeline LP/PAA Finance Corp. 4.25% 9/1/12

9,200

9,599

Ras Laffan Liquefied Natural Gas Co. Ltd. III 4.5% 9/30/12 (f)

3,544

3,732

Rockies Express Pipeline LLC 6.25% 7/15/13 (f)

8,777

9,560

Shell International Finance BV 1.875% 3/25/13

14,810

15,115

Southeast Supply Header LLC 4.85% 8/15/14 (f)

10,282

11,007

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Williams Companies, Inc. 6.375% 10/1/10 (f)

$ 11,000

$ 11,033

XTO Energy, Inc. 4.9% 2/1/14

8,743

9,795

 

114,961

TOTAL ENERGY

115,390

FINANCIALS - 13.1%

Capital Markets - 2.2%

Bear Stearns Companies, Inc.:

5.35% 2/1/12

401

425

6.95% 8/10/12

11,000

12,179

Goldman Sachs Group, Inc.:

3.625% 8/1/12

21,000

21,737

3.7% 8/1/15

7,094

7,182

4.75% 7/15/13

5,401

5,738

5.25% 10/15/13

5,483

5,934

Janus Capital Group, Inc. 6.125% 9/15/11 (d)

5,672

5,738

JPMorgan Chase & Co. 0.9575% 2/26/13 (k)

15,000

15,026

Merrill Lynch & Co., Inc.:

5.45% 2/5/13

7,360

7,856

6.05% 8/15/12

4,605

4,941

Morgan Stanley:

0.8299% 1/9/14 (k)

435

406

2.8763% 5/14/13 (k)

8,000

8,081

4.2% 11/20/14

12,995

13,382

5.25% 11/2/12

6,750

7,181

6% 5/13/14

13,390

14,595

Northern Trust Corp. 4.625% 5/1/14

1,346

1,489

Royal Bank of Scotland PLC 3.4% 8/23/13

8,000

8,102

The Bank of New York, Inc. 4.3% 5/15/14

5,445

5,955

UBS AG Stamford Branch:

1.4391% 2/23/12 (k)

14,500

14,587

2.25% 8/12/13

16,120

16,195

 

176,729

Commercial Banks - 4.6%

American Express Centurion Bank 5.2% 11/26/10

229

231

Bank of Montreal 2.125% 6/28/13

15,550

15,984

Bank of Nova Scotia 2.25% 1/22/13

24,370

24,989

Bank of Tokyo-Mitsubishi UFJ Ltd. 2.6% 1/22/13 (f)

17,770

18,181

Barclays Bank PLC 2.5% 1/23/13

17,050

17,361

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Commercial Banks - continued

Commonwealth Bank of Australia:

1.0893% 3/19/13 (f)(k)

$ 15,350

$ 15,338

3.75% 10/15/14 (f)

16,410

17,382

Credit Agricole SA 0.7178% 6/7/11 (f)(k)

10,000

9,943

Credit Suisse New York Branch 5% 5/15/13

36,750

39,764

DBS Bank Ltd. (Singapore) 0.5963% 5/16/17 (f)(k)

1,144

1,107

HSBC Holdings PLC 0.7336% 10/6/16 (k)

770

736

ING Bank NV 2.65% 1/14/13 (f)

14,190

14,291

Manufacturers & Traders Trust Co. 2.033% 4/1/13 (f)(k)

485

477

National Australia Bank Ltd. 2.35% 11/16/12 (f)

17,518

17,827

PNC Funding Corp.:

0.615% 1/31/12 (k)

470

469

3% 5/19/14

8,490

8,728

3.625% 2/8/15

8,119

8,533

Rabobank Nederland NV 2.65% 8/17/12 (f)

39,550

40,670

Regions Financial Corp. 4.875% 4/26/13

7,700

7,773

Royal Bank of Scotland PLC 1.5% 3/30/12 (f)

17,050

17,215

Santander US Debt SA Unipersonal 2.485% 1/18/13 (f)

14,500

14,278

Sovereign Bank 2.1756% 8/1/13 (k)

1,101

1,038

SunTrust Bank 6.375% 4/1/11

3,000

3,088

Svenska Handelsbanken AB 2.875% 9/14/12 (f)

22,266

22,839

US Bancorp 4.2% 5/15/14

8,510

9,300

Wachovia Corp. 0.6363% 4/23/12 (k)

49

49

Wells Fargo & Co.:

3.625% 4/15/15

7,400

7,744

4.375% 1/31/13

10,956

11,685

5.25% 10/23/12

3,290

3,538

Westpac Banking Corp.:

1.0811% 4/8/13 (f)(k)

8,700

8,700

2.1% 8/2/13

3,181

3,218

2.25% 11/19/12

10,339

10,518

 

372,994

Consumer Finance - 1.7%

American Honda Finance Corp. 2.375% 3/18/13 (f)

3,000

3,065

Capital One Financial Corp.:

5.7% 9/15/11

3,618

3,767

7.375% 5/23/14

13,000

15,147

Caterpillar Financial Services Corp. 2% 4/5/13

5,668

5,804

General Electric Capital Corp.:

2.8% 1/8/13

1,270

1,306

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Consumer Finance - continued

General Electric Capital Corp.: - continued

3.5% 8/13/12

$ 80,000

$ 83,143

3.5% 6/29/15

2,968

3,073

5.9% 5/13/14

4,902

5,543

Household Finance Corp. 6.375% 10/15/11

378

399

HSBC Finance Corp.:

5.25% 1/14/11

268

272

5.9% 6/19/12

6,125

6,518

John Deere Capital Corp. 1.875% 6/17/13

12,414

12,678

 

140,715

Diversified Financial Services - 2.6%

Bank of America Corp. 5.375% 8/15/11

8,270

8,636

BB&T Corp. 3.375% 9/25/13

6,700

7,016

BNP Paribas US Medium-Term Note Program LLC 2.125% 12/21/12

11,280

11,470

BP Capital Markets PLC 3.125% 3/10/12

8,461

8,477

Citigroup, Inc.:

2.3844% 8/13/13 (k)

6,181

6,226

4.75% 5/19/15

8,020

8,262

5.125% 5/5/14

1,269

1,337

5.5% 4/11/13

6,500

6,901

6% 12/13/13

19,555

21,100

6.375% 8/12/14

2,530

2,768

6.5% 1/18/11

174

178

6.5% 8/19/13

7,379

8,070

Deutsche Bank AG London Branch 2.375% 1/11/13

29,670

30,206

Iberbond 2004 PLC 4.826% 12/24/17 (m)

6,749

6,277

JPMorgan Chase & Co.:

4.75% 5/1/13

9,337

10,121

4.891% 9/1/15 (k)

13,913

13,837

6.75% 2/1/11

50

51

MassMutual Global Funding II 3.625% 7/16/12 (f)

4,300

4,489

New York Life Global Fund:

2.25% 12/14/12 (f)

6,570

6,718

5.25% 10/16/12 (f)

10,930

11,823

OAO Industry & Construction Bank 6.2% 9/29/15 (Issued by Or-ICB SA for OAO Industry & Construction Bank) (k)

1,425

1,375

Pricoa Global Funding I 5.45% 6/11/14 (f)

5,730

6,372

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Diversified Financial Services - continued

Prime Property Funding, Inc.:

5.35% 4/15/12 (f)

$ 628

$ 644

5.5% 1/15/14 (f)

144

146

USAA Capital Corp. 3.5% 7/17/14 (f)

9,044

9,590

Volkswagen International Finance NV 1.625% 8/12/13 (f)

6,457

6,471

Whirlpool Corp. 8% 5/1/12

7,298

7,968

ZFS Finance USA Trust IV 5.875% 5/9/62 (f)(k)

500

448

 

206,977

Insurance - 0.8%

Berkshire Hathaway, Inc. 2.125% 2/11/13

14,470

14,886

MetLife, Inc. 6.125% 12/1/11

175

185

Metropolitan Life Global Funding I:

2.5% 1/11/13 (f)

11,430

11,682

2.875% 9/17/12 (f)

11,731

12,041

5.125% 4/10/13 (f)

6,720

7,320

5.125% 6/10/14 (f)

5,093

5,643

Monumental Global Funding II 5.65% 7/14/11 (f)

146

150

Prudential Financial, Inc. 3.625% 9/17/12

9,639

10,002

Unum Group 7.625% 3/1/11

6,335

6,528

 

68,437

Real Estate Investment Trusts - 0.1%

AvalonBay Communities, Inc. 5.5% 1/15/12

570

601

Duke Realty LP 4.625% 5/15/13

114

118

Federal Realty Investment Trust 5.4% 12/1/13

150

163

HRPT Properties Trust 1.1371% 3/16/11 (k)

3,745

3,732

 

4,614

Real Estate Management & Development - 0.6%

Arden Realty LP 8.5% 11/15/10

7,855

7,978

Brandywine Operating Partnership LP 5.625% 12/15/10

13,832

13,968

Colonial Properties Trust 4.8% 4/1/11

7

7

Duke Realty LP 5.625% 8/15/11

5,464

5,584

ERP Operating LP 5.5% 10/1/12

90

97

Liberty Property LP 6.375% 8/15/12

7,473

8,025

Mack-Cali Realty LP 7.75% 2/15/11

361

370

Reckson Operating Partnership LP 5.15% 1/15/11

49

49

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Real Estate Management & Development - continued

Simon Property Group LP:

4.2% 2/1/15

$ 2,715

$ 2,902

5.3% 5/30/13

7,322

8,104

 

47,084

Thrifts & Mortgage Finance - 0.5%

Bank of America Corp. 3.7% 9/1/15

10,610

10,590

Countrywide Financial Corp. 5.8% 6/7/12

16,258

17,293

Independence Community Bank Corp. 2.353% 4/1/14 (k)

5,021

4,831

US Central Federal Credit Union 1.9% 10/19/12

9,870

10,120

 

42,834

TOTAL FINANCIALS

1,060,384

HEALTH CARE - 0.4%

Health Care Providers & Services - 0.2%

Express Scripts, Inc. 5.25% 6/15/12

10,265

10,951

WellPoint, Inc. 5% 1/15/11

3,881

3,940

 

14,891

Pharmaceuticals - 0.2%

Pfizer, Inc. 4.45% 3/15/12

6,714

7,083

Roche Holdings, Inc. 4.5% 3/1/12 (f)

7,200

7,575

Wyeth 5.5% 2/1/14

4,108

4,652

 

19,310

TOTAL HEALTH CARE

34,201

INDUSTRIALS - 0.7%

Aerospace & Defense - 0.2%

BAE Systems Holdings, Inc.:

4.95% 6/1/14 (f)

7,300

8,062

6.4% 12/15/11 (f)

7,987

8,446

 

16,508

Airlines - 0.1%

American Airlines, Inc. pass-thru trust certificates 6.978% 10/1/12

161

162

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

INDUSTRIALS - continued

Airlines - continued

Continental Airlines, Inc. 6.795% 2/2/20

$ 212

$ 204

Delta Air Lines, Inc. pass-thru trust certificates 7.57% 11/18/10

8,766

8,854

 

9,220

Commercial Services & Supplies - 0.2%

R.R. Donnelley & Sons Co. 5.625% 1/15/12

16,805

17,244

Industrial Conglomerates - 0.2%

Covidien International Finance SA:

1.875% 6/15/13

7,770

7,903

5.45% 10/15/12

3,003

3,279

Hutchison Whampoa International (03/33) Ltd. 5.45% 11/24/10 (f)

5,030

5,078

 

16,260

TOTAL INDUSTRIALS

59,232

INFORMATION TECHNOLOGY - 0.2%

Office Electronics - 0.2%

Xerox Corp.:

4.25% 2/15/15

8,040

8,564

5.5% 5/15/12

9,707

10,359

 

18,923

MATERIALS - 0.6%

Chemicals - 0.4%

Dow Chemical Co. 4.85% 8/15/12

29,758

31,406

Metals & Mining - 0.2%

BHP Billiton Financial (USA) Ltd. 5.125% 3/29/12

3,598

3,819

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

3,300

3,640

Rio Tinto Finance (USA) Ltd. 8.95% 5/1/14

6,662

8,173

 

15,632

TOTAL MATERIALS

47,038

TELECOMMUNICATION SERVICES - 2.4%

Diversified Telecommunication Services - 1.8%

AT&T Broadband Corp. 8.375% 3/15/13

3,140

3,648

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

AT&T, Inc.:

2.5% 8/15/15

$ 10,110

$ 10,220

4.95% 1/15/13

10,874

11,847

6.7% 11/15/13

2,385

2,762

British Telecommunications PLC 9.375% 12/15/10 (d)

6,239

6,378

Deutsche Telekom International Financial BV 5.375% 3/23/11

20,000

20,526

France Telecom SA:

4.375% 7/8/14

7,631

8,437

7.75% 3/1/11 (d)

9,441

9,771

SBC Communications, Inc. 5.875% 2/1/12

4,923

5,258

Sprint Capital Corp. 7.625% 1/30/11

268

273

Telecom Italia Capital SA:

0.9456% 2/1/11 (k)

4,542

4,528

6.175% 6/18/14

16,200

17,764

Telefonica Emisiones SAU 2.582% 4/26/13

19,310

19,575

Verizon New England, Inc. 6.5% 9/15/11

7,923

8,359

Verizon New York, Inc. 6.875% 4/1/12

13,328

14,401

 

143,747

Wireless Telecommunication Services - 0.6%

DIRECTV Holdings LLC/DIRECTV Financing, Inc. 4.75% 10/1/14

14,442

15,603

Verizon Wireless Capital LLC:

3.75% 5/20/11

16,939

17,311

5.25% 2/1/12

5,544

5,885

Vodafone Group PLC 5.5% 6/15/11

10,561

10,945

 

49,744

TOTAL TELECOMMUNICATION SERVICES

193,491

UTILITIES - 1.5%

Electric Utilities - 0.9%

Alabama Power Co. 4.85% 12/15/12

7,496

8,123

Commonwealth Edison Co. 5.4% 12/15/11

5,225

5,508

EDP Finance BV 5.375% 11/2/12 (f)

6,575

6,797

FirstEnergy Corp. 6.45% 11/15/11

11,495

12,073

FirstEnergy Solutions Corp. 4.8% 2/15/15

1,720

1,834

Mid-American Energy Co. 5.65% 7/15/12

309

333

Niagara Mohawk Power Corp. 3.553% 10/1/14 (f)

14,230

15,002

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

UTILITIES - continued

Electric Utilities - continued

Progress Energy, Inc.:

6.05% 3/15/14

$ 3,658

$ 4,156

7.1% 3/1/11

9,628

9,925

Southern Co.:

0.9178% 10/21/11 (k)

6,432

6,457

4.15% 5/15/14

1,976

2,142

 

72,350

Gas Utilities - 0.0%

Texas Eastern Transmission Corp. 7.3% 12/1/10

1,058

1,074

Independent Power Producers & Energy Traders - 0.2%

PSEG Power LLC 2.5% 4/15/13

12,986

13,299

Multi-Utilities - 0.4%

Consolidated Edison Co. of New York, Inc.:

Series 2000 B, 7.5% 9/1/10

124

124

Series 2000 B, 7.5% 9/1/10

156

156

Dominion Resources, Inc.:

2.25% 9/1/15

5,149

5,157

6.3% 9/30/66 (k)

7,611

7,154

DTE Energy Co. 7.05% 6/1/11

9,501

9,920

KeySpan Corp. 7.625% 11/15/10

4,110

4,168

NiSource Finance Corp. 7.875% 11/15/10

4,391

4,447

 

31,126

TOTAL UTILITIES

117,849

TOTAL NONCONVERTIBLE BONDS

(Cost $1,855,035)

1,915,876

U.S. Government and Government Agency Obligations - 50.7%

 

U.S. Government Agency Obligations - 10.5%

Fannie Mae:

0.625% 9/24/12

109,880

109,737

1% 4/4/12

6,530

6,578

1% 9/23/13

144,610

144,821

1.125% 7/30/12

54,030

54,525

1.25% 8/20/13

78,560

79,311

2.5% 5/15/14

68,673

71,925

2.75% 3/13/14

5,210

5,511

U.S. Government and Government Agency Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Government Agency Obligations - continued

Fannie Mae: - continued

4.375% 9/15/12

$ 5,723

$ 6,150

4.625% 10/15/13

74,550

82,928

4.75% 11/19/12

21,925

23,858

Federal Home Loan Bank:

1.125% 5/18/12

21,500

21,700

1.625% 11/21/12

21,625

22,051

1.75% 8/22/12

12,100

12,358

Freddie Mac:

0.875% 10/28/13

79,262

78,993

1.125% 7/27/12

80,067

80,832

1.75% 6/15/12

30,876

31,505

2.125% 3/23/12

2,456

2,516

2.125% 9/21/12

10,220

10,520

2.5% 4/23/14

5,880

6,169

4.125% 12/21/12

2,549

2,743

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

854,731

U.S. Treasury Obligations - 37.7%

U.S. Treasury Notes:

0.75% 5/31/12

251,275

252,582

0.75% 8/15/13 (e)

800,430

801,431

0.875% 1/31/12

821,668

827,351

1% 4/30/12

280,341

282,926

1.375% 2/15/13

197,187

200,900

1.75% 4/15/13 (i)

421,164

433,403

1.75% 7/31/15

16,081

16,419

1.875% 4/30/14

150,900

156,075

2.375% 9/30/14

23,131

24,338

2.375% 10/31/14

63,074

66,346

TOTAL U.S. TREASURY OBLIGATIONS

3,061,771

Other Government Related - 2.5%

American Express Bank FSB 3.15% 12/9/11 (FDIC Guaranteed) (g)

6,100

6,308

Bank of America Corp.:

2.1% 4/30/12 (FDIC Guaranteed) (g)

10,006

10,256

3.125% 6/15/12 (FDIC Guaranteed) (g)

3,916

4,091

Citibank NA 1.875% 6/4/12 (FDIC Guaranteed) (g)

11,830

12,084

U.S. Government and Government Agency Obligations - continued

 

Principal Amount (000s)

Value (000s)

Other Government Related - continued

Citigroup Funding, Inc.:

1.875% 10/22/12 (FDIC Guaranteed) (g)

$ 22,590

$ 23,143

1.875% 11/15/12 (FDIC Guaranteed) (g)

16,200

16,600

2.25% 12/10/12 (FDIC Guaranteed) (g)

16,520

17,074

Citigroup, Inc. 2.875% 12/9/11 (FDIC Guaranteed) (g)

3,850

3,968

General Electric Capital Corp.:

2% 9/28/12 (FDIC Guaranteed) (g)

19,730

20,266

2.625% 12/28/12 (FDIC Guaranteed) (g)

17,600

18,333

3% 12/9/11 (FDIC Guaranteed) (g)

20,007

20,615

Goldman Sachs Group, Inc.:

2.15% 3/15/12 (FDIC Guaranteed) (g)

2,300

2,357

3.25% 6/15/12 (FDIC Guaranteed) (g)

1,870

1,955

HSBC USA, Inc. 3.125% 12/16/11 (FDIC Guaranteed) (g)

2,310

2,390

JPMorgan Chase & Co. 3.125% 12/1/11 (FDIC Guaranteed) (g)

8,140

8,413

Morgan Stanley 3.25% 12/1/11 (FDIC Guaranteed) (g)

12,180

12,606

Wells Fargo & Co. 3% 12/9/11 (FDIC Guaranteed) (g)

19,250

19,877

TOTAL OTHER GOVERNMENT RELATED

200,336

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $4,072,729)

4,116,838

U.S. Government Agency - Mortgage Securities - 6.5%

 

Fannie Mae - 4.9%

1.741% 10/1/33 (k)

3,253

3,335

1.85% 10/1/33 (k)

296

306

1.94% 10/1/33 (k)

133

137

1.946% 4/1/36 (k)

1,973

2,038

1.971% 12/1/34 (k)

277

286

1.972% 2/1/33 (k)

245

253

1.972% 1/1/35 (k)

4,305

4,457

1.975% 4/1/36 (k)

781

809

1.983% 3/1/35 (k)

195

202

2.02% 7/1/35 (k)

23,824

24,737

2.065% 7/1/35 (k)

114

118

2.136% 3/1/35 (k)

42

44

2.345% 3/1/35 (k)

2,965

3,077

2.387% 5/1/33 (k)

59

62

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Fannie Mae - continued

2.582% 3/1/35 (k)

$ 125

$ 131

2.593% 6/1/36 (k)

301

315

2.618% 7/1/35 (k)

1,094

1,145

2.621% 5/1/35 (k)

3,536

3,681

2.64% 5/1/35 (k)

8,987

9,406

2.66% 7/1/33 (k)

4,647

4,871

2.688% 2/1/39 (k)

13,049

13,548

2.693% 12/1/34 (k)

2,119

2,219

2.747% 7/1/35 (k)

2,903

3,028

2.782% 10/1/35 (k)

526

546

2.798% 10/1/33 (k)

392

411

2.808% 11/1/34 (h)(k)

15,784

16,569

2.822% 12/1/33 (k)

1,727

1,800

2.827% 3/1/37 (k)

6,112

6,403

2.841% 11/1/36 (k)

555

581

2.844% 11/1/36 (k)

3,804

3,998

2.845% 7/1/34 (k)

131

137

2.861% 2/1/35 (k)

3,554

3,700

2.898% 8/1/33 (k)

4,139

4,323

3.011% 10/1/35 (k)

13,316

13,930

3.03% 7/1/35 (k)

1,117

1,168

3.043% 2/1/34 (k)

91

95

3.058% 11/1/34 (k)

1,913

2,001

3.151% 8/1/35 (k)

2,449

2,567

3.172% 7/1/35 (k)

1,275

1,336

3.2% 9/1/34 (k)

371

387

3.201% 1/1/40 (k)

6,936

7,231

3.264% 1/1/40 (k)

18,804

19,644

3.281% 2/1/40 (k)

11,514

12,024

3.295% 11/1/36 (k)

2,135

2,238

3.33% 4/1/35 (k)

5,968

6,252

3.343% 1/1/40 (k)

10,907

11,425

3.407% 10/1/37 (k)

769

805

3.5% 10/1/25 (h)

81,120

84,102

3.559% 2/1/40 (k)

4,165

4,375

3.587% 12/1/39 (k)

1,975

2,067

3.603% 3/1/40 (k)

8,650

9,108

3.693% 10/1/35 (k)

890

942

3.774% 10/1/39 (k)

10,770

11,290

4.5% 8/1/18 to 7/1/20

47,555

50,832

4.65% 2/1/36 (k)

1,012

1,053

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Fannie Mae - continued

5.5% 3/1/16 to 1/1/20

$ 20,235

$ 21,874

6.5% 11/1/11 to 3/1/35

13,989

15,154

7% 10/1/12 to 11/1/18

1,338

1,445

7.5% 6/1/12 to 11/1/31

65

69

11.5% 11/1/15

1

1

TOTAL FANNIE MAE

400,088

Freddie Mac - 1.6%

1.948% 12/1/35 (k)

2,703

2,786

2.52% 4/1/35 (k)

4,724

4,937

2.624% 1/1/35 (k)

192

200

2.626% 4/1/35 (k)

13,267

13,853

2.664% 6/1/35 (k)

453

475

2.869% 6/1/35 (k)

1,049

1,104

3.019% 11/1/35 (k)

1,905

2,000

3.088% 3/1/35 (k)

2,248

2,368

3.12% 1/1/35 (k)

346

362

3.332% 6/1/37 (k)

2,459

2,591

3.338% 1/1/36 (k)

1,598

1,674

3.518% 12/1/39 (k)

6,235

6,528

3.54% 3/1/33 (k)

40

43

3.542% 4/1/40 (k)

5,651

5,919

3.586% 4/1/40 (k)

4,919

5,162

3.587% 8/1/34 (k)

940

988

3.614% 2/1/40 (k)

11,755

12,352

3.738% 8/1/36 (k)

1,538

1,619

4.5% 8/1/18 to 11/1/18

38,598

41,238

4.914% 9/1/35 (k)

2,402

2,504

5% 4/1/20

16,901

18,074

5.416% 10/1/35 (k)

396

420

8.5% 5/1/27 to 7/1/28

302

351

12% 11/1/19

15

17

TOTAL FREDDIE MAC

127,565

Ginnie Mae - 0.0%

7% 11/15/27 to 8/15/32

2,820

3,150

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $517,912)

530,803

Asset-Backed Securities - 9.7%

 

Principal Amount (000s)

Value (000s)

Accredited Mortgage Loan Trust:

Series 2003-3 Class A1, 4.46% 1/25/34

$ 2,286

$ 1,637

Series 2005-1 Class M1, 0.7338% 4/25/35 (k)

1,226

704

ACE Securities Corp. Home Equity Loan Trust:

Series 2004-HE1:

Class M1, 1.0138% 3/25/34 (k)

70

67

Class M2, 1.9138% 3/25/34 (k)

115

75

Series 2005-HE2 Class M2, 0.7138% 4/25/35 (k)

131

117

Series 2006-HE2 Class M3, 0.6038% 5/25/36 (k)

14

1

Series 2006-OP1:

Class M1, 0.5438% 4/25/36 (k)

8,000

642

Class M4, 0.6338% 4/25/36 (k)

115

4

Class M5, 0.6538% 4/25/36 (k)

29

0 *

Advanta Business Card Master Trust:

Series 2006-C1 Class C1, 0.7463% 10/20/14 (k)

61

11

Series 2007-A4 Class A4, 0.2963% 4/22/13 (k)

224

222

Ally Auto Receivables Trust:

Series 2009-A Class A3, 2.33% 6/17/13 (f)

2,780

2,837

Series 2009-B Class A3, 1.98% 10/15/13 (f)

11,180

11,372

Series 2010-1:

Class A3, 1.45% 5/15/14

1,385

1,388

Class A4, 2.3% 12/15/14

10,250

10,507

Ally Master Owner Trust:

Series 2010-1 Class A, 2.0259% 1/15/15 (f)(k)

19,740

20,119

Series 2010-3 Class A, 2.88% 4/15/15 (f)

6,870

7,056

AmeriCredit Automobile Receivables Trust:

Series 2005-DA Class A4, 5.02% 11/6/12

3,366

3,367

Series 2006-1 Class D, 5.49% 4/6/12

4,635

4,784

Americredit Automobile Receivables Trust Series 2010-B Class A2, 1.18% 2/6/14

6,000

6,001

AmeriCredit Prime Automobile Receivables Trust Series 2007-2M Class A3, 5.22% 6/8/12

656

659

Ameriquest Mortgage Securities, Inc. pass-thru certificates:

Series 2004-R2 Class M3, 0.8138% 4/25/34 (k)

103

11

Series 2005-R2 Class M1, 0.7138% 4/25/35 (k)

1,390

1,079

Argent Securities, Inc. pass-thru certificates:

Series 2003-W7 Class A2, 0.7188% 3/25/34 (k)

378

257

Series 2004-W7 Class M1, 0.8138% 5/25/34 (k)

227

103

Series 2006-W4 Class A2C, 0.4238% 5/25/36 (k)

978

337

Asset Backed Securities Corp. Home Equity Loan Trust Series 2006-HE2 Class M1, 0.6338% 3/25/36 (k)

63

5

Axon Financial Funding Ltd. 1.1336% 4/4/17 (c)(f)(k)

2,749

0 *

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Bank of America Auto Trust:

Series 2009-1A:

Class A2, 1.7% 12/15/11 (f)

$ 680

$ 681

Class A3, 2.67% 7/15/13 (f)

10,798

10,967

Class A4, 3.52% 6/15/16 (f)

5,400

5,664

Series 2009-2A Class A3, 2.13% 9/15/13 (f)

4,400

4,458

Series 2009-3A Class A3, 1.67% 12/15/13 (f)

10,900

11,021

Series 2010-2 Class A3, 1.31% 7/15/14

13,020

13,138

Bank of America Credit Card Master Trust Series 2006-A16 Class A16, 4.72% 5/15/13

21,841

22,109

BMW Vehicle Lease Trust Series 2009-1 Class A3, 2.91% 3/15/12

6,389

6,455

Brazos Higher Education Authority, Inc. Student Loan Rev. Series 2006 A2R, 1.2883% 12/1/41 (k)

7,136

7,124

Brazos Higher Education Authority, Inc. Series 2006-2 Class A9, 0.5483% 12/26/24 (k)

1,477

1,403

C-BASS Trust Series 2006-CB7 Class A2, 0.3238% 10/25/36 (k)

107

105

Capital Auto Receivables Asset Trust:

Series 2006-2:

Class B, 5.07% 12/15/11

6,605

6,647

Class C, 5.31% 6/15/12

391

397

Series 2007-1:

Class B, 5.15% 9/17/12

5,755

5,955

Class C, 5.38% 11/15/12

139

145

Series 2007-SN2 Class A4, 1.3059% 5/16/11 (f)(k)

4,113

4,114

Capital Auto Receivables Trust Series 2007-2 Class A4A, 5.39% 2/18/14

6,361

6,522

Capital One Auto Finance Trust Series 2007-C Class A4, 5.23% 7/15/14

14,640

15,277

Capital One Multi-Asset Execution Trust:

Series 2003-A5 Class A5, 0.5659% 7/15/13 (k)

4,680

4,680

Series 2003-B5 Class B5, 4.79% 8/15/13

4,085

4,102

Series 2006-A2 Class A, 4.85% 11/15/13

2,800

2,844

Series 2008-A3 Class A3, 5.05% 2/15/16

4,100

4,514

Series 2009-A2 Class A2, 3.2% 4/15/14

22,200

22,648

Capital One Prime Auto Receivables Trust Series 2007-1 Class B1, 5.76% 12/15/13

5,590

5,750

Capital Trust Ltd. Series 2004-1:

Class A2, 0.7163% 7/20/39 (f)(k)

308

62

Class B, 1.0163% 7/20/39 (f)(k)

178

9

Class C, 1.3663% 7/20/39 (f)(k)

229

5

CarMax Auto Owner Trust Series 2006-2 Class C, 5.53% 3/15/13

5,185

5,208

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Carrington Mortgage Loan Trust:

Series 2006-FRE1 Class M1, 0.5638% 7/25/36 (k)

$ 768

$ 79

Series 2006-NC2 Class M7, 1.1138% 6/25/36 (k)

287

12

Series 2006-NC4 Class M1, 0.5638% 10/25/36 (k)

53

7

Series 2006-RFC1 Class M9, 2.1338% 5/25/36 (k)

125

7

Series 2007-RFC1 Class A3, 0.4038% 12/25/36 (k)

1,214

462

Cendant Timeshare Receivables Funding LLC:

Series 2005 1A Class 2A2, 0.4463% 5/20/17 (f)(k)

97

87

Series 2005-1A Class A1, 4.67% 5/20/17 (f)

109

110

Chase Auto Owner Trust Series 2006-B Class B, 5.24% 4/15/14

320

321

Chase Issuance Trust:

Series 2005-A7 Class A7, 4.55% 3/15/13

9,290

9,432

Series 2007-A17 Class A, 5.12% 10/15/14

4,800

5,230

Series 2009-A3 Class A3, 2.4% 6/17/13

19,250

19,530

Series 2008-9 Class A, 4.26% 5/15/13

6,537

6,709

Chrysler Financial Lease Trust Series 2010-A Class A2, 1.78% 6/15/11 (f)

7,300

7,326

Citibank Credit Card Issuance Trust:

Series 2006-A4 Class A4, 5.45% 5/10/13

8,000

8,270

Series 2007-B6 Class B6, 5% 11/8/12

17,265

17,382

Series 2008-A5 Class A5, 4.85% 4/22/15

8,166

8,952

Series 2009-A3 Class A3, 2.7% 6/24/13

4,020

4,089

Series 2009-A5 Class A5, 2.25% 12/23/14

25,840

26,562

CitiFinancial Auto Issuance Trust Series 2009-1 Class A2, 1.83% 11/15/12 (f)

5,151

5,170

Citigroup Mortgage Loan Trust Series 2007-AMC4 Class M1, 0.5338% 5/25/37 (k)

515

23

Countrywide Asset-Backed Certificates Trust:

Series 2007-11 Class 2A1, 0.3238% 6/25/47 (k)

24

23

Series 2007-4 Class A1A, 0.4488% 9/25/37 (k)

152

141

Countrywide Home Loan Trust Series 2006-13 Class N, 7% 8/25/37 (f)

222

0*

Countrywide Home Loans, Inc.:

Series 2004-2 Class 3A4, 0.5138% 7/25/34 (k)

419

237

Series 2004-3 Class M4, 1.2338% 4/25/34 (k)

107

39

Series 2004-4 Class M2, 1.0588% 6/25/34 (k)

396

208

Series 2005-3 Class MV1, 0.6838% 8/25/35 (k)

820

772

Series 2005-AB1 Class A2, 0.4738% 8/25/35 (k)

124

121

CPS Auto Receivables Trust Series 2007-C Class A3, 5.43% 5/15/12 (f)

875

880

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Fannie Mae subordinate REMIC pass-thru certificates Series 2004-T5:

Class AB1, 0.8288% 5/28/35 (k)

$ 634

$ 488

Class AB3, 0.7759% 5/28/35 (k)

273

205

Fieldstone Mortgage Investment Corp.:

Series 2004-3 Class M5, 2.4388% 8/25/34 (k)

196

89

Series 2006-2 Class M1, 0.5738% 7/25/36 (k)

6,145

205

Series 2006-3 Class 2A3, 0.4238% 11/25/36 (k)

3,407

1,221

First Franklin Mortgage Loan Trust Series 2005-FF9 Class A3, 0.5438% 10/25/35 (k)

2,187

2,046

Ford Credit Auto Lease Trust:

Series 2009-A Class A2, 2.6% 5/15/11 (f)

580

580

Series 2010-A Class A2, 1.04% 3/15/13 (f)

15,100

15,129

Ford Credit Auto Owner Trust:

Series 2006-B Class C, 5.68% 6/15/12

9,900

10,148

Series 2006-C:

Class B, 5.3% 6/15/12

91

94

Class C, 5.47% 9/15/12

6,400

6,623

Series 2007-A:

Class B, 5.6% 10/15/12

2,575

2,718

Class C, 5.8% 2/15/13

4,100

4,330

Series 2008-B Class A3A, 4.28% 5/15/12

11,529

11,678

Series 2009-B:

Class A2, 2.4604% 11/15/11

535

536

Class A3, 2.79% 8/15/13

6,930

7,063

Series 2009-C Class A4, 4.43% 11/15/14

6,210

6,676

Series 2009-D Class A3, 2.17% 10/15/13

3,500

3,553

Series 2009-E Class A3, 1.51% 1/15/14

7,400

7,468

Series 2010-B Class A3, 0.98% 10/15/14

7,150

7,177

Ford Credit Floorplan Master Owner Trust:

Series 2006-4:

Class A, 0.5259% 6/15/13 (k)

12,180

12,108

Class B, 0.8259% 6/15/13 (k)

520

512

Series 2010-1 Class A, 1.9259% 12/15/14 (f)(k)

13,310

13,602

Franklin Auto Trust:

Series 2006-1 Class B, 5.14% 7/21/14

17

17

Series 2007-1:

Class A4, 5.03% 2/16/15

7,884

7,893

Class C, 5.43% 2/16/15

9,937

9,802

Fremont Home Loan Trust:

Series 2004-D:

Class M4, 1.2138% 11/25/34 (k)

410

64

Class M5, 1.2638% 11/25/34 (k)

262

32

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Fremont Home Loan Trust: - continued

Series 2005-A:

Class M3, 0.7538% 1/25/35 (k)

$ 639

$ 222

Class M4, 0.9438% 1/25/35 (k)

245

27

Series 2006-A Class M1, 0.5638% 5/25/36 (k)

10,000

508

Series 2006-D Class M1, 0.4938% 11/25/36 (k)

77

3

GCO Education Loan Funding Master Trust II Series 2007-1A Class C1L, 0.6975% 2/25/47 (f)(k)

1,714

1,170

GCO Slims Trust Series 2006-1A, 5.72% 3/1/22 (f)

2,950

2,360

GE Business Loan Trust:

Series 2003-1 Class A, 0.7059% 4/15/31 (f)(k)

185

163

Series 2006-2A:

Class A, 0.4559% 11/15/34 (f)(k)

257

207

Class B, 0.5559% 11/15/34 (f)(k)

93

56

Class C, 0.6559% 11/15/34 (f)(k)

155

62

Class D, 1.0259% 11/15/34 (f)(k)

59

14

GE Capital Credit Card Master Note Trust Series 2009-3 Class A, 2.54% 9/15/14

15,000

15,248

GE Equipment Midticket LLC Series 2006-1 Class B, 0.4259% 9/15/17 (k)

126

124

Goal Capital Funding Trust Series 2007-1 Class C1, 0.9383% 6/25/42 (k)

177

143

Greenpoint Credit LLC Series 2001-1 Class 1A, 0.6063% 4/20/32 (k)

258

255

GS Auto Loan Trust Series 2007-1:

Class B, 5.53% 12/15/14

13

14

Class C, 5.74% 12/15/14

28

28

GSAMP Trust:

Series 2004-AR1 Class M1, 0.9138% 6/25/34 (k)

1,604

995

Series 2007-HE1 Class M1, 0.5138% 3/25/47 (k)

658

40

GSR Mortgage Loan Trust Series 2006-FM1 Class M3, 0.6138% 4/25/36 (k)

137

3

Guggenheim Structured Real Estate Funding Ltd.:

Series 2005-1 Class C, 1.3438% 5/25/30 (f)(k)

4,128

1,073

Series 2006-3:

Class B, 0.6638% 9/25/46 (f)(k)

3,791

758

Class C, 0.8138% 9/25/46 (f)(k)

9,428

1,414

Home Equity Asset Trust:

Series 2003-2 Class M1, 1.5838% 8/25/33 (k)

109

70

Series 2003-3 Class M1, 1.5538% 8/25/33 (k)

547

378

Series 2003-5 Class A2, 0.9638% 12/25/33 (k)

205

115

Series 2004-1 Class M2, 1.9638% 6/25/34 (k)

644

328

Series 2005-5 Class 2A2, 0.5138% 11/25/35 (k)

100

98

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Home Equity Asset Trust: - continued

Series 2006-1 Class 2A3, 0.4888% 4/25/36 (k)

$ 1,045

$ 1,006

Series 2006-8 Class 2A1, 0.3138% 3/25/37 (k)

63

62

Honda Auto Receivables Owner Trust:

Series 2008-1 Class A4, 4.88% 9/18/14

5,070

5,232

Series 2009-3 Class A3, 2.31% 5/15/13

4,800

4,877

Series 2010-1 Class A4, 1.98% 5/23/16

2,870

2,939

Series 2010-2 Class A3, 1.35% 5/20/13

8,620

8,702

HSBC Automotive Trust Series 2006-2 Class A4, 5.67% 6/17/13

13,897

13,928

HSBC Home Equity Loan Trust Series 2006-2 Class M2, 0.5563% 3/20/36 (k)

541

414

HSI Asset Securitization Corp. Trust Series 2007-HE1 Class 2A3, 0.4538% 1/25/37 (k)

902

279

Hyundai Auto Receivable Trust Series 2009-A Class A3, 2.03% 8/15/13

3,510

3,564

Hyundai Auto Receivables Trust:

Series 2006-B Class C, 5.25% 5/15/13

1,050

1,057

Series 2007-A Class A3A, 5.04% 1/17/12

892

896

John Deere Owner Trust Series 2009-B Class A-3, 1.57% 10/15/13

9,630

9,716

JPMorgan Auto Receivables Trust Series 2006-A Class C, 5.61% 12/15/14 (f)

789

791

JPMorgan Mortgage Acquisition Trust:

Series 2006-NC2 Class M2, 0.5638% 7/25/36 (k)

49

2

Series 2007-CH1:

Class AV4, 0.3938% 11/25/36 (k)

903

687

Class MV1, 0.4938% 11/25/36 (k)

734

410

Series 2007-CH3 Class M1, 0.5638% 3/25/37 (k)

137

7

Keycorp Student Loan Trust:

Series 1999-A Class A2, 0.8672% 12/27/29 (k)

561

467

Series 2006-A Class 2C, 1.6872% 3/27/42 (k)

516

80

Long Beach Auto Receivables Trust Series 2007-A Class A4, 5.025% 1/15/14

294

299

Long Beach Mortgage Loan Trust:

Series 2004-2 Class M2, 1.3438% 6/25/34 (k)

106

72

Series 2006-6 Class 2A3, 0.4138% 7/25/36 (k)

10,340

3,926

Marriott Vacation Club Owner Trust:

Series 2005-2 Class A, 5.25% 10/20/27 (f)

1,257

1,280

Series 2006-1A:

Class B, 5.827% 4/20/28 (f)

489

461

Class C, 6.125% 4/20/28 (f)

489

420

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

MASTR Asset Backed Securities Trust:

Series 2006-AM3 Class M1, 0.5238% 10/25/36 (k)

$ 326

$ 20

Series 2007-HE1 Class M1, 0.5638% 5/25/37 (k)

528

29

Mercedes-Benz Auto Receivables Trust Series 2009-1 Class A3, 1.67% 1/15/14

5,010

5,080

Meritage Mortgage Loan Trust Series 2004-1 Class M1, 1.0138% 7/25/34 (k)

46

20

Merrill Auto Trust Securitization Series 2007-1 Class B, 5.79% 12/15/13

51

52

Merrill Lynch Mortgage Investors Trust:

Series 2003-OPT1 Class M1, 0.9138% 7/25/34 (k)

138

106

Series 2006-FM1 Class A2B, 0.3738% 4/25/37 (k)

1,333

1,156

Series 2006-MLN1 Class A2A, 0.3338% 7/25/37 (k)

6

6

Series 2006-OPT1 Class A1A, 0.5238% 6/25/35 (k)

1,484

1,047

Morgan Stanley ABS Capital I Trust:

Series 2004-HE6 Class A2, 0.6038% 8/25/34 (k)

367

245

Series 2005-NC1 Class M1, 0.7038% 1/25/35 (k)

269

138

Series 2005-NC2 Class B1, 1.4338% 3/25/35 (k)

280

33

Series 2006-NC4 Class A2D, 0.5038% 6/25/36 (k)

7,135

2,459

Series 2007-HE2 Class M1, 0.5138% 1/25/37 (k)

63

2

National Collegiate Student Loan Trust:

Series 2004-2 Class AIO, 9.75% 10/25/14 (l)

5,932

848

Series 2006-1 Class AIO, 5.5% 4/25/11 (l)

12,386

318

Series 2006-2 Class AIO, 6% 8/25/11 (l)

3,755

184

Series 2006-3 Class AIO, 7.1% 1/25/12 (l)

26,229

2,033

Series 2006-4:

Class A1, 0.2938% 3/25/25 (k)

297

293

Class AIO, 6.35% 2/27/12 (l)

4,953

419

Class D, 1.3638% 5/25/32 (k)

398

6

Series 2007-1 Class AIO, 7.27% 4/25/12 (l)

380

41

Series 2007-2 Class AIO, 6.7% 7/25/12 (l)

323

38

New Century Home Equity Loan Trust Series 2005-D Class M2, 0.7338% 2/25/36 (k)

327

42

Nissan Auto Lease Trust:

Series 2009-A:

Class A2, 2.01% 4/15/11

527

527

Class A3, 2.92% 12/15/11

6,500

6,569

Series 2009-B Class A3, 2.07% 1/15/15

7,430

7,515

Series 2010-A Class A2, 1.1% 3/15/13

6,210

6,224

Nomura Home Equity Loan Trust Series 2006-HE2 Class A2, 0.3838% 3/25/36 (k)

25

25

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Northstar Education Finance, Inc., Delaware Series 2005-1 Class A5, 1.0738% 10/30/45 (k)

$ 4,829

$ 4,861

Ocala Funding LLC Series 2006-1A Class A, 1.6663% 3/20/11 (c)(f)(k)

792

293

Option One Mortgage Loan Trust:

Series 2007-5 Class 2A1, 0.3538% 5/25/37 (k)

6

6

Series 2007-6 Class 2A1, 0.3238% 7/25/37 (k)

10

10

Park Place Securities, Inc.:

Series 2004-WCW1:

Class M3, 1.5138% 9/25/34 (k)

3,309

1,427

Class M4, 1.7138% 9/25/34 (k)

460

73

Series 2004-WWF1 Class M4, 1.3638% 12/25/34 (k)

7,490

1,137

Series 2005-WCH1:

Class M2, 0.7838% 1/25/36 (k)

944

799

Class M3, 0.8238% 1/25/36 (k)

322

207

Class M4, 1.0938% 1/25/36 (k)

994

313

Series 2005-WHQ2:

Class M7, 1.5138% 5/25/35 (k)

1,178

17

Class M9, 2.1438% 5/25/35 (k)

196

0*

Providian Master Note Trust Series 2006-C1A Class C1, 0.8259% 3/15/15 (f)(k)

2,746

2,736

Residential Asset Mortgage Products, Inc. Series 2003-RZ2 Class A1, 3.6% 4/25/33

882

803

Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 1.0638% 4/25/33 (k)

3

3

Santander Drive Auto Receivables Trust Series 2010-2 Class A2, 0.95% 8/15/13

18,100

18,100

Saxon Asset Securities Trust Series 2004-1 Class M1, 1.0588% 3/25/35 (k)

1,126

738

Securitized Asset Backed Receivables LLC Trust:

Series 2005-FR4 Class B3, 1.9838% 1/25/36 (k)

23

1

Series 2006-FR4 Class A2A, 0.3438% 8/25/36 (k)

12

5

Series 2007-NC1 Class A2A, 0.3138% 12/25/36 (k)

5

5

Sierra Receivables Funding Co. Series 2007-1A Class A2, 0.4881% 3/20/19 (f)(k)

508

474

SLM Private Credit Student Loan Trust:

Series 2004 B Class A2, 0.7371% 6/15/21 (k)

8,200

7,142

Series 2004-A:

Class B, 1.1171% 6/15/33 (k)

2,087

1,001

Class C, 1.4871% 6/15/33 (k)

5,771

348

Series 2004-B Class C, 1.4071% 9/15/33 (k)

8,600

3,839

Specialty Underwriting & Residential Finance Trust Series 2006-AB2 Class N1, 5.75% 6/25/37 (f)

157

0*

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Structured Asset Investment Loan Trust Series 2004-8 Class M5, 1.4138% 9/25/34 (k)

$ 50

$ 12

SVO VOI Mortgage Corp. Series 2006-AA Class A, 5.28% 2/20/24 (f)

242

244

Swift Master Auto Receivables Trust Series 2007-2 Class A, 0.9259% 10/15/12 (k)

10,786

10,775

Terwin Mortgage Trust Series 2003-4HE Class A1, 1.1238% 9/25/34 (k)

386

242

Toyota Auto Receivables Owner Trust Series 2010-B Class M3, 1.04% 2/18/14

4,710

4,733

Trapeza CDO XII Ltd./Trapeza CDO XII, Inc. Series 2007-12A Class B, 1.0936% 4/6/42 (f)(k)

263

13

USAA Auto Owner Trust Series 2009-2 Class A3, 1.54% 2/18/14

9,280

9,364

Volkswagen Auto Lease Trust Series 2009-A Class A3, 3.41% 4/16/12

11,200

11,398

Wachovia Auto Loan Owner Trust:

Series 2006-1:

Class A4, 5.08% 4/20/12 (f)

23

23

Class D, 5.42% 4/21/14 (f)

18,700

18,903

Series 2006-2A:

Class B, 5.29% 6/20/12 (f)

92

92

Class D, 5.54% 12/20/12 (f)

11,864

12,059

Series 2007-1:

Class C, 5.45% 10/22/12

2,025

2,073

Class D, 5.65% 2/20/13

14,940

15,143

WaMu Asset Holdings Corp. Series 2006-8 Class N1, 6.048% 10/25/46 (f)

598

0*

WaMu Master Note Trust:

Series 2006-C2A Class C2, 0.7759% 8/15/15 (f)(k)

7,433

7,367

Series 2007-A4A Class A4, 5.2% 10/15/14 (f)

24,186

24,316

Series 2007-A5A Class A5, 1.0259% 10/15/14 (f)(k)

1,040

1,040

Wells Fargo Home Equity Trust Series 2004-3 Class A, 4.5% 11/27/34 (a)(f)

5

0*

Whinstone Capital Management Ltd. Series 1A Class B3, 2.2978% 10/25/44 (f)(k)

5,586

1,843

TOTAL ASSET-BACKED SECURITIES

(Cost $845,678)

786,507

Collateralized Mortgage Obligations - 4.2%

 

Principal Amount (000s)

Value (000s)

Private Sponsor - 1.7%

Arkle Master Issuer PLC floater Series 2006-1A Class 4A1, 0.4594% 2/17/52 (f)(k)

$ 17,100

$ 16,977

Arran Residential Mortgages Funding No. 1 PLC floater Series 2006-1A Class DB, 0.9575% 4/12/56 (f)(k)

961

577

Banc of America Funding Corp. sequential payer Series 2010-R4 Class 2A1, 4.5% 3/26/37 (f)

6,535

6,630

Banc of America Funding Trust sequential payer Series 2009-R1 Class A1, 5.1009% 5/20/36 (k)

5,158

5,215

Banc of America Large Loan, Inc. Series 2005-MIB1 Class A2, 0.4859% 3/15/22 (f)(k)

1,814

1,757

Banc of America Mortgage Securities, Inc.:

Series 2003-L Class 2A1, 3.6145% 1/25/34 (k)

327

293

Series 2004-1 Class 2A2, 3.6636% 10/25/34 (k)

238

212

Series 2004-A Class 2A2, 3.5151% 2/25/34 (k)

70

61

Series 2004-B:

Class 1A1, 2.9237% 3/25/34 (k)

60

53

Class 2A2, 3.0586% 3/25/34 (k)

213

194

Series 2004-D Class 2A2, 2.9566% 5/25/34 (k)

488

454

Series 2004-G Class 2A7, 3.195% 8/25/34 (k)

432

376

Series 2004-H Class 2A1, 3.7091% 9/25/34 (k)

395

345

Bear Stearns Commercial Mortgage Securities Trust Series 2006-T24 Class X2, 0.4276% 10/12/41 (f)(k)(l)

1,083

12

Countrywide Alternative Loan Trust:

planned amortization class Series 2003-5T2 Class A2, 0.6638% 5/25/33 (k)

9

9

Series 2006-OC5N Class N, 7.25% 7/25/37 (f)

2,020

0*

Credit Suisse First Boston Mortgage Securities Corp. floater Series 2007-AR7 Class 2A1, 2.8818% 11/25/34 (k)

31

30

DSLA Mortgage Loan Trust Series 2006-AR2 Class 2AB1, 0.3566% 11/19/37 (k)

38

38

Fosse Master Issuer PLC floater:

Series 2006-1A:

Class B2, 0.6847% 10/18/54 (f)(k)

2,075

2,030

Class C2, 0.9947% 10/18/54 (f)(k)

696

672

Class M2, 0.7747% 10/18/54 (f)(k)

1,193

1,149

Series 2007-1A Class A2, 0.6047% 10/18/54 (f)(k)

4,039

4,016

Gracechurch Mortgage Financing PLC floater:

Series 2006-1 Class D2, 0.8155% 11/20/56 (f)(k)

1,751

1,654

Series 2007-1A Class 3A1, 0.4255% 11/20/56 (f)(k)

8,134

7,965

Gracechurch Mortgage Funding PLC floater Series 1A Class DB, 0.9975% 10/11/41 (f)(k)

2,097

2,066

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

Private Sponsor - continued

Granite Master Issuer PLC floater:

Series 2005-4 Class C2, 0.8163% 12/20/54 (k)

$ 49

$ 21

Series 2006-1A Class C2, 0.8663% 12/20/54 (f)(k)

4,170

1,835

Series 2006-2:

Class C1, 0.7363% 12/20/54 (k)

15,090

6,715

Class M2, 0.4963% 12/20/54 (k)

3,000

1,920

Series 2006-3 Class C2, 0.7663% 12/20/54 (k)

6,611

2,984

Series 2006-4:

Class B1, 0.3563% 12/20/54 (k)

13,366

9,958

Class C1, 0.6463% 12/20/54 (k)

8,172

3,596

Class M1, 0.4363% 12/20/54 (k)

3,521

2,271

Series 2007-1:

Class 1C1, 0.5663% 12/20/54 (k)

1,340

596

Class 1M1, 0.4163% 12/20/54 (k)

881

564

Class 2C1, 0.6963% 12/20/54 (k)

610

271

Class 2M1, 0.5163% 12/20/54 (k)

1,132

724

Series 2007-2 Class 2C1, 0.7019% 12/17/54 (k)

1,568

682

Granite Mortgages PLC floater Series 2003-3 Class 1C, 2.9713% 1/20/44 (k)

2,644

1,454

Harborview Mortgage Loan Trust floater Series 2005-2 Class 2A1A, 0.4866% 5/19/35 (k)

259

163

Holmes Financing No. 10 PLC floater Series 10A Class 4A1, 0.6059% 7/15/40 (f)(k)

6,208

6,199

Holmes Master Issuer PLC floater Series 2006-1A Class 3A1, 0.6059% 7/15/40 (f)(k)

14,780

14,759

MASTR Adjustable Rate Mortgages Trust Series 2007-3 Class 22A2, 0.4738% 5/25/47 (k)

761

477

MASTR Asset Backed Securities Trust Series 2006-NC3 Class M1, 0.4938% 10/25/36 (k)

131

1

Merrill Lynch Alternative Note Asset Trust floater Series 2007-OAR1 Class A1, 0.4338% 2/25/37 (k)

1,144

763

Merrill Lynch Floating Trust floater Series 2006-1:

Class B, 0.446% 6/15/22 (f)(k)

151

130

Class C, 0.466% 6/15/22 (f)(k)

926

787

Class D, 0.476% 6/15/22 (f)(k)

356

295

Class E, 0.486% 6/15/22 (f)(k)

570

433

Class F, 0.516% 6/15/22 (f)(k)

984

698

Class G, 0.586% 6/15/22 (f)(k)

214

145

Class H, 0.606% 6/15/22 (f)(k)

428

270

Class J, 0.646% 6/15/22 (f)(k)

499

265

Option One Mortgage Loan Trust floater Series 2007-CP1 Class M1, 0.5638% 3/25/37 (k)

1,778

123

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

Private Sponsor - continued

RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B:

Class B5, 2.6434% 7/10/35 (f)(k)

$ 896

$ 499

Class B6, 3.1434% 7/10/35 (f)(k)

106

52

Residential Asset Mortgage Products, Inc. sequential payer:

Series 2003-SL1 Class A31, 7.125% 4/25/31

228

231

Series 2004-SL3 Class A1, 7% 8/25/16

19

18

Residential Funding Securities Corp. floater Series 2003-RP2 Class A1, 0.7138% 6/25/33 (f)(k)

235

186

Sasco Net Interest Margin Trust Series 2006-BC1A
Class A, 6.25% 3/27/36 (f)

1,466

0*

Sequoia Mortgage Trust floater Series 2004-6 Class A3B, 1.1948% 7/20/34 (k)

27

14

TBW Mortgage-Backed pass-thru certificates floater Series 2006-4 Class A3, 0.5288% 9/25/36 (k)

2,204

1,258

Thornburg Mortgage Securities Trust floater:

Series 2006-4 Class A2B, 0.4488% 7/25/36 (k)

10,090

9,909

Series 2006-5 Class A1, 0.3838% 10/25/46 (k)

4,866

4,770

Wachovia Bank Commercial Mortgage Trust Series 2004-C14 Class PP, 5.14% 8/15/41 (f)(k)

5,754

4,804

Wells Fargo Mortgage Backed Securities Trust:

Series 2005-AR2 Class 2A2, 2.8765% 3/25/35 (k)

740

685

Series 2005-AR3 Class 2A1, 2.9468% 3/25/35 (k)

884

797

TOTAL PRIVATE SPONSOR

135,107

U.S. Government Agency - 2.5%

Fannie Mae planned amortization class:

Series 1993-187 Class L, 6.5% 7/25/23

1,609

1,658

Series 2006-53 Class WB, 6% 12/25/31

7,925

8,226

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

9,015

9,307

Fannie Mae subordinate REMIC pass-thru certificates:

planned amortization class Series 2006-54 Class PE, 6% 2/25/33

4,829

5,196

sequential payer:

Series 2001-40 Class Z, 6% 8/25/31

2,461

2,721

Series 2002-56 Class MC, 5.5% 9/25/17

1,524

1,653

Series 2003-129 Class GF, 0.6638% 4/25/30 (k)

1,653

1,655

Series 2003-76 Class BA, 4.5% 3/25/18

6,384

6,754

Series 2008-76 Class EF, 0.7638% 9/25/23 (k)

3,213

3,217

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Government Agency - continued

Freddie Mac sequential payer:

Series 2114 Class ZM, 6% 1/15/29

$ 1,140

$ 1,259

Series 2508 Class UL, 5% 12/15/16

872

890

Freddie Mac Multi-class participation certificates guaranteed:

floater Series 3346 Class FA, 0.5059% 2/15/19 (k)

19,248

19,251

planned amortization class:

Series 2382 Class MB, 6% 11/15/16

3,134

3,388

Series 2394 Class KD, 6% 12/15/16

1,816

1,977

Series 2417 Class EH, 6% 2/15/17

950

1,027

Series 2535 Class PC, 6% 9/15/32

3,100

3,305

Series 2656 Class BW, 4.5% 4/15/28

1,317

1,317

Series 2690 Class PD, 5% 2/15/27

2,122

2,124

Series 2755 Class LC, 4% 6/15/27

2,376

2,395

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

8,730

9,154

Series 2901 Class UM, 4.5% 1/15/30

9,050

9,383

sequential payer:

Series 2609 Class UJ, 6% 2/15/17

1,834

1,927

Series 2635 Class DG, 4.5% 1/15/18

7,234

7,637

Series 2780 Class A, 4% 12/15/14

2,184

2,196

Series 2867 Class EA, 4.5% 11/15/18

2,390

2,504

Series 2915 Class DC, 4.5% 3/15/19

7,275

7,635

Series 2970 Class YA, 5% 9/15/18

2,090

2,162

Series 3427 Class FX, 0.4259% 8/15/18 (k)

11,486

11,479

Series 3555:

Class CM, 4% 12/15/14

35,689

36,923

Class KH, 4% 12/15/14

36,518

38,061

TOTAL U.S. GOVERNMENT AGENCY

206,381

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $347,781)

341,488

Commercial Mortgage Securities - 4.0%

 

280 Park Avenue Trust floater Series 2001-280 Class X1, 0.9725% 2/3/11 (f)(k)(l)

78,327

189

Asset Securitization Corp. Series 1997-D5 Class PS1, 1.387% 2/14/43 (k)(l)

16,363

482

Banc of America Commercial Mortgage Trust sequential payer:

Series 2006-4 Class A1, 5.363% 7/10/46 (k)

35

35

Series 2006-5 Class A1, 5.185% 9/10/47

1,388

1,399

Series 2007-2 Class A1, 5.421% 4/10/49

47

49

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Banc of America Commercial Mortgage Trust sequential payer: - continued

Series 2007-3 Class A1, 5.6578% 6/10/49 (k)

$ 5,530

$ 5,683

Banc of America Commercial Mortgage, Inc.:

sequential payer Series 2006-1 Class A1, 5.219% 9/10/45 (k)

117

117

Series 2003-2 Class XP, 0.307% 3/11/41 (f)(k)(l)

3,887

3

Series 2004-6 Class XP, 0.5049% 12/10/42 (k)(l)

32,369

181

Series 2005-4 Class XP, 0.1825% 7/10/45 (k)(l)

44,524

192

Banc of America Large Loan, Inc. floater:

Series 2005-MIB1:

Class F, 0.7459% 3/15/22 (f)(k)

415

290

Class G, 0.8059% 3/15/22 (f)(k)

269

175

Series 2006-BIX1:

Class F, 0.5859% 10/15/19 (f)(k)

1,104

888

Class G, 0.6059% 10/15/19 (f)(k)

767

534

Bayview Commercial Asset Trust:

floater:

Series 2003-2 Class M1, 1.1138% 12/25/33 (f)(k)

55

33

Series 2004-1:

Class A, 0.6238% 4/25/34 (f)(k)

2,586

2,043

Class B, 2.1638% 4/25/34 (f)(k)

275

137

Class M1, 0.8238% 4/25/34 (f)(k)

234

159

Class M2, 1.4638% 4/25/34 (f)(k)

205

117

Series 2004-2:

Class A, 0.6938% 8/25/34 (f)(k)

1,905

1,505

Class M1, 0.8438% 8/25/34 (f)(k)

636

400

Series 2004-3:

Class A1, 0.6338% 1/25/35 (f)(k)

3,466

2,703

Class A2, 0.6838% 1/25/35 (f)(k)

492

320

Class M1, 0.7638% 1/25/35 (f)(k)

244

157

Class M2, 1.2638% 1/25/35 (f)(k)

138

86

Series 2005-2A:

Class A1, 0.5738% 8/25/35 (f)(k)

960

716

Class M1, 0.6938% 8/25/35 (f)(k)

66

38

Class M2, 0.7438% 8/25/35 (f)(k)

110

61

Class M3, 0.7638% 8/25/35 (f)(k)

61

31

Class M4, 0.8738% 8/25/35 (f)(k)

56

26

Series 2005-3A:

Class A1, 0.5838% 11/25/35 (f)(k)

488

363

Class A2, 0.6638% 11/25/35 (f)(k)

340

219

Class M1, 0.7038% 11/25/35 (f)(k)

58

29

Class M2, 0.7538% 11/25/35 (f)(k)

73

35

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Bayview Commercial Asset Trust: - continued

floater:

Series 2005-3A:

Class M3, 0.7738% 11/25/35 (f)(k)

$ 66

$ 30

Class M4, 0.8638% 11/25/35 (f)(k)

82

35

Series 2005-4A:

Class A2, 0.6538% 1/25/36 (f)(k)

4,654

2,979

Class B1, 1.6638% 1/25/36 (f)(k)

365

120

Class M1, 0.7138% 1/25/36 (f)(k)

1,486

773

Class M2, 0.7338% 1/25/36 (f)(k)

483

237

Class M3, 0.7638% 1/25/36 (f)(k)

640

295

Class M4, 0.8738% 1/25/36 (f)(k)

355

142

Class M5, 0.9138% 1/25/36 (f)(k)

355

137

Class M6, 0.9638% 1/25/36 (f)(k)

361

130

Series 2006-1:

Class A2, 0.6238% 4/25/36 (f)(k)

1,541

1,032

Class M1, 0.6438% 4/25/36 (f)(k)

479

239

Class M2, 0.6638% 4/25/36 (f)(k)

507

243

Class M3, 0.6838% 4/25/36 (f)(k)

435

188

Class M4, 0.7838% 4/25/36 (f)(k)

247

94

Class M5, 0.8238% 4/25/36 (f)(k)

238

91

Class M6, 0.9038% 4/25/36 (f)(k)

519

200

Series 2006-2A:

Class A1, 0.4938% 7/25/36 (f)(k)

1,717

1,326

Class A2, 0.5438% 7/25/36 (f)(k)

1,272

866

Class B1, 1.1338% 7/25/36 (f)(k)

460

119

Class B3, 2.9638% 7/25/36 (f)(k)

759

141

Class M1, 0.5738% 7/25/36 (f)(k)

1,335

635

Class M2, 0.5938% 7/25/36 (f)(k)

940

430

Class M3, 0.6138% 7/25/36 (f)(k)

743

305

Class M4, 0.6838% 7/25/36 (f)(k)

498

198

Class M5, 0.7338% 7/25/36 (f)(k)

614

221

Class M6, 0.8038% 7/25/36 (f)(k)

966

301

Series 2006-3A:

Class B1, 1.0638% 10/25/36 (f)(k)

103

21

Class B2, 1.6138% 10/25/36 (f)(k)

74

13

Class B3, 2.8638% 10/25/36 (f)(k)

121

19

Class M4, 0.6938% 10/25/36 (f)(k)

114

36

Class M5, 0.7438% 10/25/36 (f)(k)

137

38

Class M6, 0.8238% 10/25/36 (f)(k)

267

64

Series 2006-4A:

Class A1, 0.4938% 12/25/36 (f)(k)

525

391

Class A2, 0.5338% 12/25/36 (f)(k)

2,382

1,514

Class B1, 0.9638% 12/25/36 (f)(k)

82

20

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Bayview Commercial Asset Trust: - continued

floater:

Series 2006-4A:

Class B2, 1.5138% 12/25/36 (f)(k)

$ 85

$ 17

Class B3, 2.7138% 12/25/36 (f)(k)

143

16

Class M1, 0.5538% 12/25/36 (f)(k)

171

80

Class M2, 0.5738% 12/25/36 (f)(k)

114

49

Class M3, 0.6038% 12/25/36 (f)(k)

116

45

Class M4, 0.6638% 12/25/36 (f)(k)

139

49

Class M5, 0.7038% 12/25/36 (f)(k)

128

43

Class M6, 0.7838% 12/25/36 (f)(k)

114

36

Series 2007-1:

Class A2, 0.5338% 3/25/37 (f)(k)

2,461

1,551

Class B1, 0.9338% 3/25/37 (f)(k)

790

174

Class B2, 1.4138% 3/25/37 (f)(k)

569

105

Class B3, 3.6138% 3/25/37 (f)(k)

1,616

242

Class M1, 0.5338% 3/25/37 (f)(k)

669

301

Class M2, 0.5538% 3/25/37 (f)(k)

503

196

Class M3, 0.5838% 3/25/37 (f)(k)

446

156

Class M4, 0.6338% 3/25/37 (f)(k)

342

110

Class M5, 0.6838% 3/25/37 (f)(k)

559

162

Class M6, 0.7638% 3/25/37 (f)(k)

782

192

Series 2007-2A:

Class A1, 0.5338% 7/25/37 (f)(k)

414

289

Class A2, 0.5838% 7/25/37 (f)(k)

388

202

Class B1, 1.8638% 7/25/37 (f)(k)

121

18

Class B2, 2.5138% 7/25/37 (f)(k)

105

16

Class B3, 3.6138% 7/25/37 (f)(k)

118

15

Class M1, 0.6338% 7/25/37 (f)(k)

138

52

Class M2, 0.6738% 7/25/37 (f)(k)

77

23

Class M3, 0.7538% 7/25/37 (f)(k)

78

18

Class M4, 0.9138% 7/25/37 (f)(k)

151

30

Class M5, 1.0138% 7/25/37 (f)(k)

133

23

Class M6, 1.2638% 7/25/37 (f)(k)

169

26

Series 2007-3:

Class A2, 0.5538% 7/25/37 (f)(k)

616

376

Class B1, 1.2138% 7/25/37 (f)(k)

537

122

Class B2, 1.8638% 7/25/37 (f)(k)

1,384

302

Class B3, 4.2638% 7/25/37 (f)(k)

715

147

Class M1, 0.5738% 7/25/37 (f)(k)

464

208

Class M2, 0.6038% 7/25/37 (f)(k)

498

184

Class M3, 0.6338% 7/25/37 (f)(k)

808

261

Class M4, 0.7638% 7/25/37 (f)(k)

1,267

380

Class M5, 0.8638% 7/25/37 (f)(k)

642

182

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Bayview Commercial Asset Trust: - continued

floater:

Series 2007-3:

Class M6, 1.0638% 7/25/37 (f)(k)

$ 489

$ 117

Series 2007-4A:

Class A2, 0.8138% 9/25/37 (f)(k)

4,751

2,138

Class B1, 2.8138% 9/25/37 (f)(k)

803

80

Class B2, 3.7138% 9/25/37 (f)(k)

2,991

269

Class M1, 1.2138% 9/25/37 (f)(k)

749

202

Class M2, 1.3138% 9/25/37 (f)(k)

749

172

Class M4, 1.8638% 9/25/37 (f)(k)

1,968

354

Class M5, 2.0138% 9/25/37 (f)(k)

1,968

295

Class M6, 2.2138% 9/25/37 (f)(k)

1,969

236

Series 2004-1 Class IO, 1.25% 4/25/34 (f)(l)

19,317

647

Series 2006-2A Class IO, 2.4155% 7/25/36 (d)(f)(l)

51,030

3,123

Bear Stearns Commercial Mortgage Securities Trust:

floater:

Series 2006-BBA7:

Class G, 0.7159% 3/15/19 (f)(k)

542

396

Class H, 0.9259% 3/15/19 (f)(k)

365

205

Class J, 1.1259% 3/15/19 (f)(k)

274

148

Series 2007-BBA8:

Class D, 0.5259% 3/15/22 (f)(k)

303

176

Class E, 0.5759% 3/15/22 (f)(k)

1,576

867

Class F, 0.6259% 3/15/22 (f)(k)

967

493

Class G, 0.6759% 3/15/22 (f)(k)

248

119

Class H, 0.8259% 3/15/22 (f)(k)

303

121

Class J, 0.9759% 3/15/22 (f)(k)

303

97

sequential payer:

Series 2006-PW12 Class A2, 5.688% 9/11/38

6,640

6,760

Series 2006-T24 Class A1, 4.905% 10/12/41 (k)

63

64

Series 2007-PW17 Class A1, 5.282% 6/11/50

5,236

5,345

Series 2002-TOP8 Class X2, 2.0844% 8/15/38 (f)(k)(l)

32,300

54

Series 2003-PWR2 Class X2, 0.4686% 5/11/39 (f)(k)(l)

60,795

320

Series 2004-PWR6 Class X2, 0.6184% 11/11/41 (f)(k)(l)

22,454

271

Series 2005-PWR9 Class X2, 0.3576% 9/11/42 (f)(k)(l)

122,399

1,270

Series 2006-PW13 Class A1, 5.294% 9/11/41

5,100

5,222

Series 2007-PW15 Class A1, 5.016% 2/11/44

42

43

Series 2007-T28 Class A1, 5.422% 9/11/42

2,832

2,928

C-BASS Trust floater Series 2006-SC1 Class A, 0.5338% 5/25/36 (f)(k)

5,743

3,391

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

CDC Commercial Mortgage Trust Series 2002-FX1 Class XCL, 2.1172% 5/15/35 (f)(k)(l)

$ 113,450

$ 3,168

Citigroup Commercial Mortgage Trust:

floater Series 2006-FL2:

Class G, 0.6019% 8/15/21 (f)(k)

323

261

Class H, 0.6419% 8/15/21 (f)(k)

258

193

Series 2004-C2 Class XP, 0.9111% 10/15/41 (f)(k)(l)

24,656

273

Series 2007-C6 Class A1, 5.622% 12/10/49 (k)

175

178

Citigroup/Deutsche Bank Commercial Mortgage Trust:

sequential payer Series 2007-CD4 Class A2A, 5.237% 12/11/49

4,270

4,391

Series 2006-CD3 Class X3, 0.4261% 10/15/48 (k)(l)

284,537

3,690

Cobalt CMBS Commercial Mortgage Trust sequential payer Series 2007-C2 Class A2, 5.334% 4/15/47

12,269

12,996

COMM pass-thru certificates:

floater:

Series 2005-F10A:

Class D, 0.5859% 4/15/17 (f)(k)

640

499

Class E, 0.6459% 4/15/17 (f)(k)

204

153

Class F, 0.6859% 4/15/17 (f)(k)

116

80

Class G, 0.8259% 4/15/17 (f)(k)

116

73

Class H, 0.8959% 4/15/17 (f)(k)

116

60

Class J, 1.1259% 4/15/17 (f)(k)

89

35

Series 2005-FL11:

Class F, 0.7259% 11/15/17 (f)(k)

165

135

Class G, 0.7759% 11/15/17 (f)(k)

114

80

sequential payer:

Series 2006-C8 Class A2A, 5.219% 12/10/46

1,935

1,972

Series 2006-CN2A Class A2FX, 5.449% 2/5/19 (f)

7,575

7,599

Series 2004-LBN2 Class X2, 0.8492% 3/10/39 (f)(k)(l)

9,634

35

Series 2005-LP5 Class XP, 0.2886% 5/10/43 (k)(l)

29,023

140

Series 2006-C8 Class XP, 0.4814% 12/10/46 (k)(l)

4,938

73

Commercial Mortgage Asset Trust sequential payer Series 1999-C1 Class A3, 6.64% 1/17/32

331

332

Credit Suisse Commercial Mortgage Trust:

sequential payer:

Series 2006-C5 Class A1, 5.297% 12/15/39

18

18

Series 2007-C3 Class A1, 5.664% 6/15/39 (k)

1

1

Series 2006-C5 Class ASP, 0.6707% 12/15/39 (k)(l)

224,347

3,325

Credit Suisse First Boston Mortgage Securities Corp.:

sequential payer Series 2002-CP5 Class A1, 4.106% 12/15/35

2,966

3,036

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Credit Suisse First Boston Mortgage Securities Corp.: - continued

Series 1998-C1 Class D, 7.17% 5/17/40

$ 210

$ 211

Series 1999-C1 Class E, 7.8879% 9/15/41 (k)

531

530

Series 2001-CK6 Class AX, 0.8793% 8/15/36 (k)(l)

101,136

793

Series 2001-SPGA Class A2, 6.515% 8/13/18 (f)

13,475

13,976

Series 2003-C4 Class ASP, 0.4351% 8/15/36 (f)(k)(l)

2,932

0 *

Series 2004-C1 Class ASP, 0.9553% 1/15/37 (f)(k)(l)

44,162

214

Series 2005-C1 Class ASP, 0.321% 2/15/38 (f)(k)(l)

227,021

1,087

Series 2005-C2 Class ASP, 0.5228% 4/15/37 (f)(k)(l)

42,710

357

Credit Suisse Mortgage Capital Certificates:

floater Series 2007-TFL1:

Class C:

0.4459% 2/15/22 (f)(k)

1,256

716

0.5459% 2/15/22 (f)(k)

448

206

Class F, 0.5959% 2/15/22 (f)(k)

897

368

Series 2010-16 Class A1, 3% 6/25/50

6,470

6,470

First Union National Bank-Bank of America Commercial Mortgage Trust:

sequential pay Series 2001-C1 Class A2, 6.136% 3/15/33

1,099

1,104

Series 2001-C1 Class D, 6.484% 3/15/33

6,920

7,002

GE Capital Commercial Mortgage Corp.:

sequential payer Series 2004-C3 Class A2, 4.433% 7/10/39

1,413

1,431

Series 2001-1 Class X1, 1.0321% 5/15/33 (f)(k)(l)

67,300

297

Series 2004-C1 Class X2, 1.1164% 11/10/38 (f)(k)(l)

2,380

9

Series 2007-C1 Class XP, 0.2009% 12/10/49 (k)(l)

3,735

23

GMAC Commercial Mortgage Securities, Inc.:

sequential payer Series 2003-C2 Class A1, 4.576% 5/10/40

5,701

5,963

Series 2003-C3 Class X2, 0.6149% 4/10/40 (f)(k)(l)

2,417

5

Series 2004-C3 Class X2, 0.6312% 12/10/41 (k)(l)

26,199

181

Greenwich Capital Commercial Funding Corp.:

sequential payer:

Series 2005-GG3 Class A2, 4.305% 8/10/42 (k)

12,409

12,609

Series 2007-GG11 Class A1, 5.358% 12/10/49

187

194

Series 2003-C2 Class XP, 0.8232% 1/5/36 (f)(k)(l)

50,961

120

Series 2005-GG3 Class XP, 0.6925% 8/10/42 (f)(k)(l)

109,017

973

Series 2006-GG7 Class A2, 5.8883% 7/10/38 (k)

7,170

7,325

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

GS Mortgage Securities Corp. II:

floater:

Series 2006-FL8A Class F, 0.7353% 6/6/20 (f)(k)

$ 562

$ 451

Series 2007-EOP:

Class C, 0.6153% 3/6/20 (f)(k)

4,021

3,579

Class D, 0.6653% 3/6/20 (f)(k)

1,390

1,223

Class E, 0.7353% 3/6/20 (f)(k)

1,905

1,657

Class F, 0.7753% 3/6/20 (f)(k)

967

836

Class G, 0.8153% 3/6/20 (f)(k)

479

402

Class H, 0.9453% 3/6/20 (f)(k)

799

675

Class J, 1.1453% 3/6/20 (f)(k)

1,146

951

Series 2001-LIBA Class C, 6.733% 2/14/16 (f)

2,589

2,656

Series 2006-GG6 Class A2, 5.506% 4/10/38

3,793

3,851

GS Mortgage Securities Trust sequential payer:

Series 2006-GG8 Class A2, 5.479% 11/10/39

4,481

4,597

Series 2007-GG10 Class A1, 5.69% 8/10/45

63

65

Hilton Hotel Pool Trust:

sequential payer Series 2000-HLTA Class A1, 7.055% 10/3/15 (f)

318

319

Series 2000-HLTA Class D, 7.555% 10/3/15 (f)

4,870

4,897

JPMorgan Chase Commercial Mortgage Securities Corp.:

Series 2003-CB7 Class X2, 0.7173% 1/12/38 (f)(k)(l)

9,652

19

Series 2003-LN1 Class X2, 0.6581% 10/15/37 (f)(k)(l)

79,485

2

Series 2004-C1 Class X2, 0.9177% 1/15/38 (f)(k)(l)

10,936

46

Series 2004-CB8 Class X2, 1.0321% 1/12/39 (f)(k)(l)

13,179

73

Series 2006-LDP7 Class A2, 5.8595% 4/15/45 (k)

3,513

3,582

JPMorgan Chase Commercial Mortgage Securities Trust:

floater Series 2006-FLA2:

Class D, 0.5059% 11/15/18 (f)(k)

147

84

Class E, 0.5559% 11/15/18 (f)(k)

209

117

Class F, 0.6059% 11/15/18 (f)(k)

314

163

Class G, 0.6359% 11/15/18 (f)(k)

273

136

Class H, 0.7759% 11/15/18 (f)(k)

209

92

sequential payer:

Series 2006-LDP9 Class A1, 5.17% 5/15/47 (k)

2,126

2,153

Series 2008-C2 Class A1, 5.017% 2/12/51

188

188

LB-UBS Commercial Mortgage Trust:

sequential payer:

Series 2006-C1 Class A2, 5.084% 2/15/31

14,905

15,039

Series 2006-C6 Class A1, 5.23% 9/15/39

2,309

2,311

Series 2006-C7 Class A1, 5.279% 11/15/38

758

772

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

LB-UBS Commercial Mortgage Trust: - continued

sequential payer:

Series 2007-C1 Class A1, 5.391% 2/15/40 (k)

$ 1,412

$ 1,439

Series 2004-C2 Class XCP, 1.0459% 3/15/36 (f)(k)(l)

31,396

177

Series 2004-C4 Class A2, 4.567% 6/15/29 (k)

25

25

Series 2004-C6 Class XCP, 0.5835% 8/15/36 (f)(k)(l)

25,928

166

Series 2006-C1 Class XCP, 0.3415% 2/15/41 (k)(l)

184,498

1,514

Series 2006-C6 Class XCP, 0.6666% 9/15/39 (k)(l)

128,657

2,089

Series 2007-C1 Class XCP, 0.3203% 2/15/40 (k)(l)

51,593

601

Series 2007-C2 Class XCP, 0.5279% 2/15/40 (k)(l)

229,018

3,515

LB-UBS Westfield Trust:

Series 2001-WM Class B, 6.647% 7/14/16 (f)

2,500

2,550

Series 2001-WM, 6.754% 7/14/16 (f)

7,589

7,743

Lehman Brothers Floating Rate Commercial Mortgage Trust floater Series 2006-LLFA:

Class F, 0.6159% 9/15/21 (f)(k)

770

574

Class G, 0.6359% 9/15/21 (f)(k)

1,521

1,053

Class H, 0.6759% 9/15/21 (f)(k)

392

171

Merrill Lynch Mortgage Trust:

sequential payer:

Series 2004-MKB1 Class A2, 4.353% 2/12/42

54

54

Series 2005-MKB2 Class A2, 4.806% 9/12/42

1,579

1,577

Series 2007-C1 Class A1, 4.533% 6/12/50

50

50

Series 2005-MCP1 Class XP, 0.6472% 6/12/43 (k)(l)

35,224

581

Series 2005-MKB2 Class XP, 0.2196% 9/12/42 (k)(l)

16,859

101

Merrill Lynch-CFC Commercial Mortgage Trust:

sequential payer:

Series 2007-6 Class A1, 5.175% 3/12/51

1,158

1,175

Series 2007-8 Class A1, 4.622% 8/12/49

2,323

2,373

Series 2007-9 Class A2, 5.59% 9/12/49

4,770

4,971

Series 2006-4 Class XP, 0.6254% 12/12/49 (k)(l)

100,793

1,832

Morgan Stanley Capital I Trust:

floater:

Series 2006-XLF Class C, 1.472% 7/15/19 (f)(k)

554

69

Series 2007-XCLA Class A1, 0.472% 7/17/17 (f)(k)

1,705

938

Series 2007-XLCA Class B, 0.772% 7/17/17 (f)(k)

1,139

80

Series 2007-XLFA:

Class D, 0.462% 10/15/20 (f)(k)

449

101

Class E, 0.522% 10/15/20 (f)(k)

562

70

Class F, 0.572% 10/15/20 (f)(k)

337

34

Class G, 0.612% 10/15/20 (f)(k)

417

31

Class H, 0.702% 10/15/20 (f)(k)

262

7

Class J, 0.852% 10/15/20 (f)(k)

300

7

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Morgan Stanley Capital I Trust: - continued

floater:

Series 2007-XLFA:

Class MHRO, 0.962% 10/15/20 (f)(k)

$ 158

$ 32

Class MJPM, 1.272% 10/15/20 (f)(k)

50

38

Class MSTR, 0.972% 10/15/20 (f)(k)

94

19

Class NHRO, 1.162% 10/15/20 (f)(k)

234

33

Class NSTR, 1.122% 10/15/20 (f)(k)

87

12

sequential payer:

Series 2003-IQ4 Class A1, 3.27% 5/15/40

573

572

Series 2003-IQ5 Class X2, 0.8727% 4/15/38 (f)(k)(l)

24,293

201

Series 2006-T23 Class A1, 5.682% 8/12/41

663

672

Series 2007-HQ11 Class A1, 5.246% 2/12/44

2,464

2,511

Series 2007-IQ13 Class A1, 5.05% 3/15/44

37

37

Series 2007-IQ14:

Class A1, 5.38% 4/15/49

101

104

Class A2, 5.61% 4/15/49

12,445

13,064

Series 2007-T25 Class A1, 5.391% 11/12/49

63

65

Series 2003-IQ6 Class X2, 0.5807% 12/15/41 (f)(k)(l)

49,218

358

Series 2005-HQ5 Class X2, 0.1695% 1/14/42 (k)(l)

40,965

207

Series 2005-IQ9 Class X2, 1.0854% 7/15/56 (f)(k)(l)

41,214

587

Series 2005-TOP17 Class X2, 0.587% 12/13/41 (k)(l)

30,280

394

Series 2006-HQ10 Class X2, 0.4996% 11/12/41 (f)(k)(l)

2,446

27

Series 2007-XLC1:

Class C, 0.872% 7/17/17 (f)(k)

1,544

39

Class D, 0.972% 7/17/17 (f)(k)

726

18

Class E, 1.072% 7/17/17 (f)(k)

590

15

Morgan Stanley Dean Witter Capital I Trust:

Series 2003-HQ2 Class X2, 1.3353% 3/12/35 (f)(k)(l)

44,124

298

Series 2003-TOP9 Class X2, 1.473% 11/13/36 (f)(k)(l)

26,808

166

Nomura Asset Securities Corp. Series 1995-MD3 Class B2, 12.3813% 4/4/27 (k)

6,225

6,224

Wachovia Bank Commercial Mortgage Trust:

floater:

Series 2005-WL5A Class K, 1.4759% 1/15/18 (f)(k)

859

854

Series 2006-WL7A:

Class E, 0.5519% 9/15/21 (f)(k)

938

557

Class F, 0.6119% 8/11/18 (f)(k)

1,264

528

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Wachovia Bank Commercial Mortgage Trust: - continued

floater:

Series 2006-WL7A:

Class G, 0.6319% 8/11/18 (f)(k)

$ 1,198

$ 486

Class J, 0.8719% 8/11/18 (f)(k)

266

68

Series 2007-WHL8:

Class AP1, 0.9759% 6/15/20 (f)(k)

68

37

Class AP2, 1.0759% 6/15/20 (f)(k)

112

56

Class F, 0.7559% 6/15/20 (f)(k)

2,172

543

Class LXR2, 1.0759% 6/15/20 (f)(k)

1,481

740

sequential payer:

Series 2006-C23 Class A2, 5.416% 1/15/45

7,684

7,775

Series 2006-C29 Class A1, 5.11% 11/15/48

152

154

Series 2007-C30 Class A1, 5.031% 12/15/43

1,489

1,504

Series 2007-C31 Class A1, 5.14% 4/15/47

1,109

1,121

Series 2003-C8 Class XP, 0.1813% 11/15/35 (f)(k)(l)

911

1

Series 2003-C9 Class XP, 0.4499% 12/15/35 (f)(k)(l)

1,275

2

Series 2006-C23 Class X, 0.081% 1/15/45 (f)(k)(l)

973,824

3,055

Series 2007-C30 Class XP, 0.4367% 12/15/43 (f)(k)(l)

251,606

3,436

Series 2007-C31A Class A2, 5.421% 4/15/47

5,920

6,129

WaMu Commercial Mortgage Securities Trust sequential payer Series 2005-C1A Class AJ, 5.19% 5/25/36 (f)

6,140

6,235

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $361,722)

325,877

Municipal Securities - 0.1%

 

Illinois Gen. Oblig. Series 2010, 3.321% 1/1/13
(Cost $9,917)

9,917

9,902

Foreign Government and Government Agency Obligations - 0.3%

 

Ontario Province 1.875% 11/19/12
(Cost $20,213)

20,250

20,712

Certificates of Deposit - 0.2%

 

Royal Bank of Canada New York Branch yankee 2.25% 3/15/13
(Cost $17,287)

17,298

17,753

Cash Equivalents - 11.3%

Maturity Amount (000s)

Value (000s)

Investments in repurchase agreements in a joint trading account at 0.25%, dated 8/31/10 due 9/1/10:

(Collateralized by U.S. Government Obligations) #

$ 95,436

$ 95,435

(Collateralized by U.S. Government Obligations) # (b)

817,006

817,000

TOTAL CASH EQUIVALENTS

(Cost $912,435)

912,435

TOTAL INVESTMENT PORTFOLIO - 110.6%

(Cost $8,960,709)

8,978,191

NET OTHER ASSETS (LIABILITIES) - (10.6)%

(860,446)

NET ASSETS - 100%

$ 8,117,745

Swap Agreements

 

Expiration Date

Notional Amount (000s)

 

Credit Default Swaps

Receive monthly notional amount multiplied by .82% and pay UBS upon credit event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC6 Class M3, 5.6413% 7/25/34 (j)

August 2034

$ 300

(177)

Receive monthly notional amount multiplied by .85% and pay UBS upon credit event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC8 Class M6, 5.4413% 9/25/34 (j)

Oct. 2034

356

(189)

Receive monthly notional amount multiplied by 2.54% and pay Merrill Lynch upon credit event of Countrywide Home Loans, Inc., par value of the notional amount of Countrywide Home Loans, Inc. Series 2003-BC1 Class B1, 7.6913% 3/25/32 (Rating-Ba1) (j)

April 2032

129

(75)

Receive monthly notional amount multiplied by 2.61% and pay Goldman Sachs upon credit event of Fremont Home Loan Trust, par value of the notional amount of Fremont Home Loan Trust Series 2004-A Class B3, 7.0413% 1/25/34 (Rating-C) (j)

Feb. 2034

4

(4)

Swap Agreements - continued

 

Expiration Date

Notional Amount (000s)

Value (000s)

Credit Default Swaps - continued

Receive monthly notional amount multiplied by 3.05% and pay Merrill Lynch upon credit event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-NC8, Class B3, 7.2913% 9/25/34 (Rating-B1) (j)

Oct. 2034

$ 389

$ (215)

Receive monthly notional amount multiplied by 3.35% and pay Morgan Stanley, Inc. upon credit event of Morgan Stanley ABS Capital I, Inc., par value of the notional amount of Morgan Stanley ABS Capital I, Inc. Series 2004-HE7, Class B3, 9.01% 8/25/34 (Rating-C) (j)

Sept. 2034

291

(232)

 

$ 1,469

$ (892)

Legend

(a) Non-income producing

(b) Includes investment made with cash collateral received from securities on loan.

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

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

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

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $836,507,000 or 10.3% of net assets.

(g) Under the Temporary Liquidity Guarantee Program, the Federal Deposit Insurance Corporation guarantees principal and interest in the event of payment default or bankruptcy until the earlier of maturity date of the debt or until June 30, 2012. At the end of the period these securities amounted to $200,336,000 or 2.5% of net assets.

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

(i) Security or a portion of the security has been segregated as collateral for open swap agreements. At the period end, the value of securities pledged amounted to $1,461,000.

(j) Represents a credit default swap contract in which the Fund has sold protection on the underlying reference entity. The value of each credit default swap and the credit rating can be measures of the current payment/performance risk. For the underlying reference entity, ratings disclosed are from Moody's Investors Service, Inc. Where Moody's ratings are not available, S&P ratings are disclosed and are indicated as such. All ratings are as of the report date and do not reflect subsequent changes. Where a credit rating is not disclosed, the value is used as the measure of the payment/performance risk.

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

(l) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool held as of the end of the period.

(m) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $6,277,000 or 0.1% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Iberbond 2004 PLC 4.826% 12/24/17

11/30/05

$ 6,547

* Amount represents less than $1,000.

# Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty

Value
(Amounts in thousands)

$95,435,000 due 9/01/10 at 0.25%

Banc of America Securities LLC

$ 7,430

Bank of America NA

11,152

Barclays Capital, Inc.

22,306

Goldman, Sachs & Co.

3,717

Merrill Lynch Government Securities, Inc.

6,691

Mizuho Securities USA, Inc.

29,740

Morgan Stanley & Co., Inc.

14,399

 

$ 95,435

$817,000,000 due 9/01/10 at 0.25%

Deutsche Bank Securities, Inc.

$ 817,000

Affiliated Central Funds

Additional information regarding the Fund's fiscal year to date purchases and sales, including the ownership percentage, of the non Money Market Central Funds is as follows:

Fund
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Value, end of period

% ownership, end of period

Fidelity Corporate Bond 1-5 Year Central Fund

$ 44,351

$ -

$ 44,942 *

$ -

0.0%

Total

$ 44,351

$ -

$ 44,942

$ -

* Includes the value of shares redeemed through in-kind transactions. See Note 6 of the Notes to Financial Statements.

Other Information

The following is a summary of the inputs used, as of August 31, 2010, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Corporate Bonds

$ 1,915,876

$ -

$ 1,915,876

$ -

U.S. Government and Government Agency Obligations

4,116,838

-

4,116,838

-

U.S. Government Agency - Mortgage Securities

530,803

-

530,803

-

Asset-Backed Securities

786,507

-

751,497

35,010

Collateralized Mortgage Obligations

341,488

-

335,860

5,628

Commercial Mortgage Securities

325,877

-

278,662

47,215

Municipal Securities

9,902

-

9,902

-

Foreign Government and Government Agency Obligations

20,712

-

20,712

-

Certificates of Deposit

17,753

-

17,753

-

Cash Equivalents

912,435

-

912,435

-

Total Investments in Securities:

$ 8,978,191

$ -

$ 8,890,338

$ 87,853

Derivative Instruments:

Liabilities

Swap Agreements

$ (892)

$ -

$ -

$ (892)

The following is a reconciliation of Investments in Securities and Derivative Instruments for which Level 3 inputs were used in determining value:

(Amounts in thousands)

 

Investments in Securities:

Beginning Balance

$ 108,230

Total Realized Gain (Loss)

(8,036)

Total Unrealized Gain (Loss)

30,159

Cost of Purchases

36

Proceeds of Sales

(25,176)

Amortization/Accretion

(1,148)

Transfers in to Level 3

21,842

Transfers out of Level 3

(38,054)

Ending Balance

$ 87,853

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at August 31, 2010

$ 19,525

Derivative Instruments:

Swap Agreements

Beginning Balance

$ (814)

Total Unrealized Gain (Loss)

454

Transfers in to Level 3

(532)

Transfers out of Level 3

-

Ending Balance

$ (892)

Realized gain (loss) on Swap Agreements for the period

$ 43

The change in unrealized gain (loss) for the period attributable to Level 3 Swap Agreements held at August 31, 2010

$ 448

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities and Derivative Instruments identified as using Level 3 inputs at either the beginning or the end of the current fiscal period, and includes the value of securities received through affiliated in-kind transactions. See Note 6 of the Notes to Financial Statements. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by risk exposure as of August 31, 2010. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Risk Exposure /
Derivative Type
(Amounts in thousands)

Value

 

Asset

Liability

Credit Risk

Swap Agreements (a)

$ -

$ (892)

(a) Value is disclosed on the Statement of Assets and Liabilities in the Unrealized Appreciation and Unrealized Depreciation on Swap Agreements line-items.

Income Tax Information

At August 31, 2010, the Fund had a capital loss carryforward of approximately $380,964,000 of which $22,435,000, $14,472,000, $2,521,000, $20,065,000, $179,350,000 and $142,121,000 will expire on August 31, 2013, 2014, 2015, 2016, 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

August 31, 2010

Assets

Investment in securities, at value (including securities loaned of $801,000 and repurchase agreements of $912,435) - See accompanying schedule:

Unaffiliated issuers (cost $8,960,709)

 

$ 8,978,191

Receivable for investments sold
Regular delivery

 

1,100

Delayed delivery

 

81,753

Receivable for swap agreements

3

Receivable for fund shares sold

10,261

Interest receivable

37,867

Other receivables

62

Total assets

9,109,237

 

 

 

Liabilities

Payable to custodian bank

$ 224

Payable for investments purchased
Regular delivery

34,462

Delayed delivery

100,421

Payable for fund shares redeemed

34,744

Distributions payable

673

Unrealized depreciation on swap agreements

892

Accrued management fee

2,138

Other affiliated payables

870

Other payables and accrued expenses

68

Collateral on securities loaned, at value

817,000

Total liabilities

991,492

 

 

 

Net Assets

$ 8,117,745

Net Assets consist of:

 

Paid in capital

$ 8,482,242

Undistributed net investment income

8,037

Accumulated undistributed net realized gain (loss) on investments

(389,124)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

16,590

Net Assets

$ 8,117,745

Short-Term Bond:
Net Asset Value
, offering price and redemption price
per share ($7,773,542 ÷ 916,642 shares)

$ 8.48

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($344,203 ÷ 40,603 shares)

$ 8.48

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 Amounts in thousands

Year ended August 31, 2010

 

  

  

Investment Income

  

  

Interest

 

$ 195,878

 

 

 

Expenses

Management fee

$ 23,148

Transfer agent fees

7,182

Fund wide operations fee

2,431

Independent trustees' compensation

26

Miscellaneous

28

Total expenses before reductions

32,815

Expense reductions

(1)

32,814

Net investment income

163,064

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

79,280

Fidelity Central Funds

1,647

 

Futures contracts

6,538

Swap agreements

43

 

Total net realized gain (loss)

 

87,508

Change in net unrealized appreciation (depreciation) on:

Investment securities

140,580

Futures contracts

(4,828)

Swap agreements

454

Total change in net unrealized appreciation (depreciation)

 

136,206

Net gain (loss)

223,714

Net increase (decrease) in net assets resulting from operations

$ 386,778

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
August 31,
2010

Year ended
August 31,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 163,064

$ 187,238

Net realized gain (loss)

87,508

(275,689)

Change in net unrealized appreciation (depreciation)

136,206

205,472

Net increase (decrease) in net assets resulting
from operations

386,778

117,021

Distributions to shareholders from net investment income

(164,826)

(182,933)

Share transactions - net increase (decrease)

1,562,230

(295,010)

Total increase (decrease) in net assets

1,784,182

(360,922)

 

 

 

Net Assets

Beginning of period

6,333,563

6,694,485

End of period (including undistributed net investment income of $8,037 and undistributed net investment income of $10,135, respectively)

$ 8,117,745

$ 6,333,563

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Short-Term Bond

Years ended August 31,

2010

2009

2008

2007

2006 I

2006 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.22

$ 8.31

$ 8.66

$ 8.86

$ 8.82

$ 8.92

Income from Investment Operations

 

 

 

 

 

 

Net investment income D

  .186

  .260

  .376

  .421

  .133

  .344

Net realized and unrealized gain (loss)

  .264

  (.097)

  (.355)

  (.208)

  .037

  (.107)

Total from investment operations

  .450

  .163

  .021

  .213

  .170

  .237

Distributions from net investment income

  (.190)

  (.253)

  (.371)

  (.413)

  (.130)

  (.337)

Net asset value, end of period

$ 8.48

$ 8.22

$ 8.31

$ 8.66

$ 8.86

$ 8.82

Total Return B, C

  5.53%

  2.07%

  .23%

  2.41%

  1.95%

  2.70%

Ratios to Average Net Assets E, G

 

 

 

 

 

Expenses before reductions

  .45%

  .45%

  .45%

  .45%

  .45% A

  .46%

Expenses net of fee waivers, if any

  .45%

  .45%

  .45%

  .45%

  .45% A

  .46%

Expenses net of all reductions

  .45%

  .45%

  .45%

  .45%

  .44% A

  .46%

Net investment income

  2.23%

  3.22%

  4.42%

  4.77%

  4.48% A

  3.88%

Supplemental Data

 

 

 

 

 

 

Net assets,
end of period
(in millions)

$ 7,774

$ 6,333

$ 6,694

$ 7,341

$ 6,345

$ 5,865

Portfolio turnover rate F

  233% J

  264% J

  71%

  82% J

  55% A

  62%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H For the period ended April 30.

I For the four month period ended August 31. The Fund changed its fiscal year from April 30 to August 31, effective August 31, 2006.

J The portfolio turnover rate excludes liquidations and/or redemptions executed in-kind from Affiliated Central Funds.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class F

Years ended August 31,

2010

2009 H

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 8.22

$ 8.10

Income from Investment Operations

 

 

Net investment income D

  .193

  .042

Net realized and unrealized gain (loss)

  .265

  .121 G

Total from investment operations

  .458

  .163

Distributions from net investment income

  (.198)

  (.043)

Net asset value, end of period

$ 8.48

$ 8.22

Total Return B, C

  5.63%

  2.01%

Ratios to Average Net Assets E, I

 

 

Expenses before reductions

  .35%

  .35% A

Expenses net of fee waivers, if any

  .35%

  .35% A

Expenses net of all reductions

  .35%

  .35% A

Net investment income

  2.33%

  3.02% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 344,203

$ 398

Portfolio turnover rate F

  233% J

  264% J

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

H For the period June 26, 2009 (commencement of sale of shares) to August 31, 2009.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J The portfolio turnover rate excludes liquidations and/or redemptions executed in-kind from Affiliated Central Funds.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Notes to Financial Statements

For the period ended August 31, 2010

1. Organization.

Fidelity Short-Term Bond Fund (the Fund) is a fund of Fidelity Fixed-Income Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Short-Term Bond and Class F shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. In order to disclose class level financial information dollar amounts presented in the notes are unrounded. Class F shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as investment manager. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions also differ by class.

2. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below.

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the fund's own assumptions based on the best information available)

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Security Valuation - continued

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of August 31, 2010, for the Fund's investments, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, foreign government and government agency obligations, municipal securities, U.S. government and government agency obligations and certificates of deposit, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. For asset backed securities, collateralized mortgage obligations, commercial mortgage securities and U.S. government agency mortgage securities, pricing services utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and, accordingly, such securities are generally categorized as Level 2 in the hierarchy. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates fair value and are categorized as Level 2 in the hierarchy.

Swaps are marked-to-market daily based on valuations from independent pricing services or dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Pricing services utilize matrix pricing which considers comparisons to interest rate curves, credit spread curves, default possibilities and recovery rates and, as a result, swaps are generally categorized as Level 2 in the hierarchy.

When independent prices are unavailable or unreliable, debt securities and swaps may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Foreign Currency. The Fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Annual Report

2. Significant Accounting Policies - continued

Foreign Currency - continued

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted to the rate of inflation. Interest is accrued based on the principal value, which is adjusted for inflation. The adjustments to principal due to inflation are reflected as increases or decreases to interest income even though principal is not received until maturity. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability 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 amongst each fund in the Trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Annual Report

Notes to Financial Statements - continued

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of August 31, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to futures transactions, swap agreements, market discount, partnerships (including allocations from Fidelity Central Funds), deferred trustees compensation, financing transactions, capital loss carryforwards, and losses deferred due to wash sales and excise tax regulations.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 157,943,444

Gross unrealized depreciation

(147,649,987)

Net unrealized appreciation (depreciation)

$ 10,293,457

 

 

Tax Cost

$ 8,967,897,550

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 7,135,632

Capital loss carryforward

$ (380,964,876)

Net unrealized appreciation (depreciation)

$ 9,400,529

The tax character of distributions paid was as follows:

 

August 31, 2010

August 31, 2009

Ordinary Income

$ 164,826,414

$ 182,932,593

Annual Report

3. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the Fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The Fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Delayed Delivery Transactions and When-Issued Securities. The Fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund uses derivative instruments (derivatives), including futures contracts and swap agreements, in order to meet its investment objectives. The strategy is to use derivatives to increase returns, to gain exposure to certain types of assets and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives may increase or decrease its exposure to the following risks:

Credit Risk

Credit risk relates to the ability of the issuer to a financial instrument to make further principal or interest payments on an obligation or commitment that it has entered into with the Fund.

Interest Rate Risk

Interest rate risk relates to the fluctuations in the value of interest-bearing securities due to changes in the prevailing levels of market interest rates.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to sell the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain over-the-counter derivatives, the Fund attempts to reduce its exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association (ISDA) Master Agreement on a bilateral basis with each of its counterparties. The ISDA Master Agreement gives each counterparty the right to terminate all transactions traded under such agreement if there is a certain deterioration in the credit quality of the other party. The ISDA Master Agreement gives the Fund the right, upon an event of default by the applicable counterparty or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net payable by one party to the other. To mitigate counterparty credit risk, the Fund offsets certain payables and/or receivables with collateral. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with the Fund's custodian bank in accordance with the collateral agreements entered into between the Fund, the swap counterparty and the Fund's custodian bank and, if required, is identified in the Schedule of Investments. The Fund could experience delays and costs in gaining access to the collateral even though it is held by the Fund's custodian bank. The Fund's maximum risk of loss from counterparty credit risk is generally the aggregate unrealized appreciation and unpaid counterparty

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

fees in excess of any collateral pledged by the counterparty to the Fund. Counterparty risk related to exchange-traded futures contracts is minimal because of the protection provided by the exchange on which they trade. Risk of loss may exceed the amounts recognized in the Statement of Assets and Liabilities.

Net Realized Gain (Loss) and Change in Net Unrealized Appreciation (Depreciation) on Derivatives. The table below, which reflects the impacts of derivatives on the financial performance of the Fund, summarizes the net realized gain (loss) and change in net unrealized appreciation (depreciation) for derivatives during the period.

Risk Exposure / Derivative Type

Net Realized Gain (Loss)

Change in Net Unrealized Appreciation (Depreciation)

Credit Risk

 

 

Swap Agreements

$ 42,672

$ 453,793

Interest Rate Risk

 

 

Futures Contracts

6,537,938

(4,827,914)

Totals (a)(b)(c)

$ 6,580,610

$ (4,374,121)

(a) A summary of the value of derivatives by risk exposure as of period end, if any, is included at the end of the Schedule of Investments and is representative of activity for the period.

(b) Total derivatives net realized gain (loss) included in the Statement of Operations is comprised of $ $6,537,938 for futures contracts and $42,672 for swap agreements.

(c) Total derivatives change in net unrealized appreciation (depreciation) included in the Statement of Operations is comprised of $(4,827,914) for futures contracts and $453,793 for swap agreements.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund uses futures contracts to manage its exposure to the bond market and to fluctuations in interest rates.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). Realized gain or (loss) is recorded upon the expiration or closing of a futures contract. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is included in the Statement of Operations.

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Futures Contracts - continued

The underlying face amount at value of open futures contracts at period end, if any, is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments. The receivable and/or payable for the variation margin are reflected in the Statement of Assets and Liabilities.

Certain risks may arise upon entering into futures contracts, including the risk that an illiquid market may limit the ability to close out a futures contract prior to settlement date.

Swap Agreements. A swap agreement (swap) is a contract between two parties to exchange future cash flows at periodic intervals based on a notional principal amount.

Details of swaps open at period end, if any, are included in the Schedule of Investments under the caption "Swap Agreements." Swaps are marked-to-market daily and changes in value are recorded as unrealized appreciation or (depreciation) and reflected in the Statement of Assets and Liabilities. Any upfront payments made or received upon entering a swap to compensate for differences between stated terms of the agreement and prevailing market conditions (e.g. credit spreads, interest rates or other factors) are recorded as realized gain or (loss) ratably over the term of the swap. Payments are exchanged at specified intervals, accrued daily commencing with the effective date of the contract and recorded as realized gain or (loss). Realized gain or (loss) is also recorded in the event of an early termination of a swap. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on swaps during the period is included in the Statement of Operations.

Risks of loss may include credit risk. In addition, there is the risk of failure by the counterparty to perform under the terms of the agreement and lack of liquidity in the market.

Credit Default Swaps. Credit default swaps enable the Fund to buy or sell protection on a debt security or a basket of securities against a defined credit event. Under the terms of a credit default swap the buyer of protection (buyer) receives credit protection in exchange for making periodic payments to the seller of protection (seller) based on a fixed percentage applied to a notional principal amount. In return for these payments, the seller acts as a guarantor of the creditworthiness of a reference obligation. The Fund entered into credit default swaps as a seller to gain credit exposure to an issuer and/or as a buyer to provide a measure of protection against defaults of an issuer. The issuer may be either a single issuer or a "basket" of issuers. Periodic payments are made over the life of the contract provided that no credit event occurs.

Annual Report

4. Derivative Instruments - continued

Credit Default Swaps - continued

For credit default swaps on most corporate and sovereign issuers, credit events include bankruptcy, failure to pay, obligation acceleration or repudiation/moratorium. For credit default swaps on corporate or sovereign issuers, the obligation that may be put to the seller is not limited to the specific reference obligation described in the Schedule of Investments. For credit default swaps on asset-backed securities, a credit event may be triggered by events such as failure to pay principal, maturity extension, rating downgrade or write-down. For credit default swaps on asset-backed securities, the reference obligation described represents the security that may be put to the seller.

As a seller, if an underlying credit event occurs, the Fund will either pay the buyer an amount equal to the notional amount of the swap and take delivery of the reference obligation or underlying securities comprising an index or pay a net settlement amount of cash equal to the notional amount of the swap less the recovery value of the reference obligation or underlying securities comprising an index.

As a buyer, if an underlying credit event occurs, the Fund will either receive from the seller an amount equal to the notional amount of the swap and deliver the reference obligation or underlying securities comprising an index or receive a net settlement amount of cash equal to the notional amount of the swap less the recovery value of the reference obligation or underlying securities comprising an index.

Typically, the value of each credit default swap and credit rating disclosed for each reference obligation in the Schedule of Investments, where the Fund is the seller, can be used as measures of the current payment/performance risk of the swap. As the value of the swap changes as a positive or negative percentage of the total notional amount, the payment/performance risk may decrease or increase, respectively. Any current or future declines in the value of the swap may be partially offset by upfront payments received by the Fund as the seller, if applicable. In addition to these measures, FMR monitors a variety of factors including cash flow assumptions, market activity and market sentiment as part of its ongoing process of assessing payment/performance risk.

The notional amount of credit default swaps is included in the Schedule of Investments and approximates the maximum potential amount of future payments that the Fund could be required to make if the Fund is the seller and a credit event were to occur. The total notional amount of all credit default swaps open at period end where the Fund is the seller amounted to $1,468,288 representing .02% of net assets.

Annual Report

Notes to Financial Statements - continued

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, U.S. government securities and liquidations executed in-kind from affiliated Central Funds, aggregated $2,094,564,898 and $1,511,534,228 respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .20% of the Fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .32% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives an asset-based fee of .10% of Short-Term Bond Fund's average net assets. FIIOC receives no fees for providing transfer agency services for Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Fundwide Operations Fee. Pursuant to the Fundwide Operations and Expense Agreement (FWOE), FMR has agreed to provide for fund level expenses (which do not include transfer agent, compensation of the independent Trustees, interest (including commitment fees), taxes or extraordinary expenses, if any) in return for a FWOE fee equal to .35% less the total amount of the management fee. The FWOE paid by the Fund is reduced by an amount equal to the fees and expenses paid to the independent Trustees. For the period, the FWOE fee was equivalent to an annual rate of .03% of average net assets.

Other Affiliated Transactions. On September 25, 2009, the Fidelity Corporate Bond 1-5 Year Central Fund ("1-5 Year"), a Fidelity Central Fund in which the Fund was invested, was liquidated pursuant to a Plan of Liquidation and Dissolution approved by its Board. Under the plan, 1-5 Year distributed in-kind all of its net assets to its shareholders pro rata at its net asset value (NAV) per share as of the close of business on the liquidation date. As a result, the Fund received cash and securities, including accrued interest, of $44,941,724 in return for 433,584 shares of 1-5 Year. Because 1-5 Year was a partnership for federal income tax purposes, the liquidation generally was tax free to the Fund.

Annual Report

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $27,929 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received 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. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of interest income. Net income from lending portfolio securities during the period amounted to $240,179.

9. Expense Reductions.

Through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $1,263.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended August 31,

2010

2009 A

From net investment income

 

 

Short-Term Bond

$ 161,868,355

$ 182,930,708

Class F

2,958,059

1,885

Total

$ 164,826,414

$ 182,932,593

A Distributions for Class F are for the period June 26, 2009 (commencement of sale of shares) to August 31, 2009.

Annual Report

Notes to Financial Statements - continued

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended August 31,

2010

2009A

2010

2009A

Short-Term Bond

 

 

 

 

Shares sold

335,553,745

229,979,818

$ 2,807,160,398

$ 1,853,482,993

Reinvestment of distributions

18,211,889

21,600,190

152,546,091

174,104,229

Shares redeemed

(207,395,812)

(286,971,458)

(1,737,664,480)

(2,322,990,140)

Net increase (decrease)

146,369,822

(35,391,450)

$ 1,222,042,009

$ (295,402,918)

Class F

 

 

 

 

Shares sold

42,291,042

48,250

$ 354,784,284

$ 391,545

Reinvestment of distributions

351,474

230

2,957,972

1,885

Shares redeemed

(2,088,221)

(32)

(17,552,500)

(260)

Net increase (decrease)

40,554,295

48,448

$ 340,189,756

$ 393,170

A Share transactions for class F are for the period June 26, 2009 (commencement of sale of shares) to August 31, 2009.

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, the Fidelity Freedom Funds were the owner of record, in the aggregate, of approximately 26% of the total outstanding shares of the Fund.

13. Credit Risk.

The Fund invests a portion of its assets in structured securities of issuers backed by residential mortgage loans, credit card receivables and automotive loans. The value and related income of these securities is sensitive to changes in economic conditions, including delinquencies and/or defaults.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Fixed-Income Trust and the Shareholders of Fidelity Short-Term Bond 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 Short-Term Bond Fund (a fund of Fidelity Fixed-Income Trust) at August 31, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Short-Term Bond Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 20, 2010

Annual Report

Trustees and Officers

The Trustees and executive officers of the trust and funds, as applicable, are listed below. The Board of Trustees governs each fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee each fund's activities, review contractual arrangements with companies that provide services to each fund, oversee management of the risks associated with such activities and contractual arrangements, and review each fund's performance. Except for James C. Curvey, each of the Trustees oversees 189 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. 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.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing each fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the funds, is provided below.

Annual Report

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the funds. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Kenneth L. Wolfe serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The funds' Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may invest in Fidelity funds that are overseen by such other Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, each fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the funds' activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the funds' business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the funds are carried out by or through FMR, its affiliates and other service providers, the funds' exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's

Annual Report

Trustees and Officers - continued

committees has responsibility for overseeing different aspects of the funds' activities, oversight is exercised primarily through the Operations and Audit Committees. Appropriate personnel, including but not limited to the funds' Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the funds' Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5092.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

Abigail P. Johnson (48)

 

Year of Election or Appointment: 2009

Ms. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

James C. Curvey (75)

 

Year of Election or Appointment: 2007

Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

* 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.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Albert R. Gamper, Jr. (68)

 

Year of Election or Appointment: 2006

Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). He also served as President and Chief Executive Officer of Tyco Capital Corporation (2001-2002). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System. Previously, Mr. Gamper served as Chairman of the Board of Governors, Rutgers University (2004-2007).

Robert F. Gartland (58)

 

Year of Election or Appointment: 2010

Mr. Gartland is a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-present) and is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).

Arthur E. Johnson (63)

 

Year of Election or Appointment: 2008

Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present) and AGL Resources, Inc. (holding company). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson and Ms. Abigail P. Johnson are not related.

Michael E. Kenneally (56)

 

Year of Election or Appointment: 2009

Previously, Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity Fixed Income and Asset Allocation Funds (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003-2005). Mr. Kenneally was a Director of the Credit Suisse Funds (U.S. mutual funds, 2004-2008) and certain other closed-end funds (2004-2005) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (69)

 

Year of Election or Appointment: 2007

Mr. Keyes serves as a member of the Boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, since 1998). Prior to his retirement, Mr. Keyes served as Chairman and Chief Executive Officer of Johnson Controls (automotive, building, and energy, 1998-2002) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (63)

 

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. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is an Honorary Trustee of the Brookings Institution and a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California and the Foundation Board of the School of Architecture at the University of Virginia (2007-present). Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).

Kenneth L. Wolfe (71)

 

Year of Election or Appointment: 2005

Mr. Wolfe is Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2008-present). Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Executive Officers:

Correspondence intended for each executive officer may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

John R. Hebble (52)

 

Year of Election or Appointment: 2008 

President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present), Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments.

Boyce I. Greer (54)

 

Year of Election or Appointment: 2005

Vice President of Fidelity's Fixed Income Funds and Asset Allocation Funds (2005). Mr. Greer is also a Trustee of other investment companies advised by FMR. Mr. Greer is President of The North Carolina Capital Management Trust: Cash and Term Portfolio (2003-present), the Asset Allocation Division (2008-present), President and a Director of Strategic Advisers, Inc. (2008-present), President of FIMM 130/30 LLC (2008-present), Director of Ballyrock Investment Advisors LLC (2006-present), and an Executive Vice President of FMR (2005-present). Previously, Mr. Greer served as Executive Vice President of FMR Co., Inc. (2005-2009), President and Director of Fidelity Investments Money Management, Inc. (2007-2009) and as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005).

Christopher P. Sullivan (56)

 

Year of Election or Appointment: 2009

Vice President of Fidelity's Bond Funds. Mr. Sullivan also serves as President of Fidelity's Bond Division (2009-present). Mr. Sullivan is Executive Vice President of Fidelity Investments Money Management, Inc. (2009-present), and a Director of Fidelity Management & Research (U.K.) Inc. (2010-present). Previously, Mr. Sullivan served as Managing Director, Co-Head of U.S. Fixed Income at Goldman Sachs Asset Management (2001-2009).

Christine J. Thompson (52)

 

Year of Election or Appointment: 2010

Vice President of Fidelity's Bond Funds. Ms. Thompson also serves as Chief Investment Officer of FMR's Bond Group (2010-present) and is an employee of Fidelity Investments. Previously, Ms. Thompson served as Director of Municipal Bond Portfolio Managers (2002-2010).

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

David J. Carter (37)

 

Year of Election or Appointment: 2010

Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Carter also serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2005-present).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (51)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Michael H. Whitaker (43)

 

Year of Election or Appointment: 2008

Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker also serves as Chief Compliance Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present). Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Jeffrey S. Christian (48)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Stephanie J. Dorsey (41)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Deberghes also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2009

Assistant Treasurer of the Fidelity Fixed Income and Asset Allocation Funds. Mr. Robins also serves as President and Treasurer of other Fidelity funds (2008-present; 2010-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Annual Report

Distributions (Unaudited)

A total of 13.87% 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 designates $103,311,502 of distributions paid during the period January 1, 2010 to August 31, 2010 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report

Investment Adviser

Fidelity Management & Research Company Boston, MA

Investment Sub-Advisers

Fidelity Research & Analysis Company

Fidelity Investments Money
Management, Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

STP-F-ANN-1010
1.891866.101

fid280

Fidelity®
U.S. Bond Index
Fund

Annual Report

August 31, 2010

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion of Fund Performance

<Click Here>

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

A summary of major shifts in the fund's investments over the past six months.

Investments

<Click Here>

A complete list of the fund's investments with their market values.

Financial Statements

<Click Here>

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Abigail_P_Johnson)

Dear Shareholder:

A yearlong uptrend in global equity markets reversed course in late April 2010 when investor sentiment turned bearish due in great measure to concern that Europe's debt crisis would expand and slow or derail economic recovery. However, a bounceback in July helped to recover some of the ground that was lost. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,


(The chairman's signature appears here.)

Abigail P. Johnson

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended August 31, 2010

Past 1
year

Past 5
years

Past 10
years

Fidelity® U.S. Bond Index Fund

9.10%

5.44%

6.23%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity ® U.S. Bond Index Fund, a class of the fund, on August 31, 2000. The chart shows how the value of your investment would have changed, and also shows how the Barclays Capital U.S. Aggregate Bond Index performed over the same period.

fid625

Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. taxable bonds generated strong results during the 12-month period ending August 31, 2010, as evidenced by the 9.18% advance of the Barclays Capital U.S. Aggregate Bond Index, a broad measure of the domestic investment-grade debt universe. Riskier segments of the market fared best overall, led by corporate bonds and asset-backed securities (ABS). These sectors were big beneficiaries of robust demand from investors seeking attractively priced, higher-yielding investments amid signs of economic stabilization during much of the period. The Barclays Capital U.S. Credit Bond Index rose 12.87% and the Barclays Capital U.S. Fixed-Rate ABS Index returned 10.53%. The Barclays Capital U.S. Treasury Bond Index advanced 8.13%, with most of the gain coming in the second half of the period. That's when investors began to return to the relative safety of U.S. government bonds, as the economic outlook became less certain and worries about inflation receded. Elsewhere, mortgage-backed securities (MBS), bolstered largely by government purchase programs, increased 6.97%, as measured by the Barclays Capital U.S. MBS Index. Government-backed agency securities lagged the broader MBS market, with the Barclays Capital U.S. Agency Bond Index gaining 5.82%. Agency securities initially were constrained by investors' diminished appetite for bonds with lower perceived credit risk, but later were helped by the Federal Reserve's purchases of agency debt.

Comments from Curtis Hollingsworth, Lead Portfolio Manager of Fidelity® U.S. Bond Index Fund: For the year, the fund's Retail Class shares gained 9.10%, about in line with the Barclays Capital U.S. Aggregate Bond Index. In keeping with the fund's investment objectives, our goal is to produce monthly returns, before expenses, that match as closely as possible the monthly total returns of the Barclays Capital U.S. Aggregate Bond Index. In other words, our goal is to minimize the tracking error - meaning performance variance - of the fund relative to its index. Investing in all of the 8,000 individual securities that make up the index would not be feasible, since many are not available for purchases on a typical day and trying to invest in all of them would diminish liquidity and increase transaction costs. We use a method known as "stratified sampling," whereby we invest in representative securities in order to construct a portfolio that approximately mirrors the structure of the index in terms of its sector weightings, maturity distribution and credit quality. In addition, we manage the portfolio so that it matches the index in terms of the overall sensitivity to changes in interest rates and yield curve. For the 12 months ending August 31, 2010, the annualized tracking error was 27 basis points.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2010 to August 31, 2010).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

 



Annualized
Expense Ratio


Beginning
Account Value
March 1, 2010


Ending
Account Value
August 31, 2010

Expenses Paid
During Period
*
March 1, 2010 to
August 31, 2010

U.S. Bond Index

.32%

 

 

 

Actual

 

$ 1,000.00

$ 1,058.70

$ 1.66

Hypothetical A

 

$ 1,000.00

$ 1,023.59

$ 1.63

Class F

.22%

 

 

 

Actual

 

$ 1,000.00

$ 1,059.30

$ 1.14

Hypothetical A

 

$ 1,000.00

$ 1,024.10

$ 1.12

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Quality Diversification (% of fund's net assets)

As of August 31, 2010

As of February 28, 2010

fid110

U.S. Government and U.S. Government Agency Obligations 73.6%

 

fid110

U.S. Government and U.S. Government Agency Obligations 70.8%

 

fid629

AAA 5.2%

 

fid629

AAA 5.3%

 

fid114

AA 3.5%

 

fid114

AA 2.9%

 

fid336

A 7.9%

 

fid336

A 7.9%

 

fid314

BBB 7.4%

 

fid314

BBB 7.9%

 

fid341

BB and Below 0.2%

 

fid341

BB and Below 0.2%

 

fid483

Not Rated 0.0%

 

fid483

Not Rated 0.0%

 

fid129

Short-Term
Investments and
Net Other Assets 2.2%

 

fid129

Short-Term
Investments and
Net Other Assets 5.0%

 

fid644

We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the report date and do not reflect subsequent downgrades. Securities rated BB or below were rated investment grade at the time of acquisition.

Weighted Average Maturity as of August 31, 2010

 

 

6 months ago

Years

5.5

5.7

Weighted Average Maturity (WAM) is a weighted average of all the maturities of the securities held in a fund. The weighted average maturity is based on the dollar-weighted average length of time until principal payments are expected or until securities reach maturity, taking into account any maturity shortening feature such as a call, refunding or redemption provision if it is probable that the issuer of the instrument will take advantage of such features.

Duration as of August 31, 2010

 

 

6 months ago

Years

4.1

4.2

Duration shows how much a bond fund's price fluctuates with changes in comparable interest rates. If rates rise 1%, for example, a fund with a five-year duration is likely to lose about 5% of its value. Other factors also can influence a bond fund's performance and share price. Accordingly, a bond fund's actual performance may differ from this example.

Asset Allocation (% of fund's net assets)

As of August 31, 2010*

As of February 28, 2010**

fid110

Corporate Bonds 17.5%

 

fid110

Corporate Bonds 18.0%

 

fid629

U.S. Government and U.S. Government Agency Obligations 73.6%

 

fid629

U.S. Government and U.S. Government Agency Obligations 70.8%

 

fid114

Asset-Backed
Securities 0.4%

 

fid114

Asset-Backed
Securities 0.5%

 

fid336

CMOs and Other Mortgage Related Securities 3.6%

 

fid336

CMOs and Other Mortgage Related Securities 3.6%

 

fid314

Municipal Bonds 0.3%

 

fid314

Municipal Bonds 0.2%

 

fid481

Other Investments 2.4%

 

fid481

Other Investments 1.9%

 

fid129

Short-Term
Investments and
Net Other Assets 2.2%

 

fid129

Short-Term
Investments and
Net Other Assets 5.0%

 

* Foreign investments

5.6%

 

** Foreign investments

5.2%

 

Includes FDIC Guaranteed Corporate Securities and Federal Financing Bank Supported Student Loan Short-Term Notes.

fid660

Annual Report

Investments August 31, 2010

Showing Percentage of Net Assets

Nonconvertible Bonds - 17.5%

 

Principal Amount (000s)

Value (000s)

CONSUMER DISCRETIONARY - 1.3%

Auto Components - 0.1%

DaimlerChrysler NA Holding Corp.:

5.75% 9/8/11

$ 5,542

$ 5,800

5.875% 3/15/11

2,058

2,113

 

7,913

Hotels, Restaurants & Leisure - 0.1%

McDonald's Corp.:

5.35% 3/1/18

2,317

2,732

6.3% 3/1/38

7,045

9,141

Yum! Brands, Inc.:

4.25% 9/15/15

2,000

2,168

5.3% 9/15/19

2,000

2,252

 

16,293

Household Durables - 0.1%

Fortune Brands, Inc. 5.875% 1/15/36

10,000

10,138

Media - 0.9%

AOL Time Warner, Inc. 7.625% 4/15/31

3,250

4,055

Comcast Cable Communications, Inc. 6.75% 1/30/11

506

518

Comcast Corp.:

4.95% 6/15/16

1,862

2,058

5.5% 3/15/11

378

387

5.7% 5/15/18

2,940

3,349

5.7% 7/1/19

8,500

9,664

6.4% 3/1/40

1,000

1,143

6.55% 7/1/39

3,000

3,479

COX Communications, Inc. 4.625% 6/1/13

4,425

4,757

News America Holdings, Inc. 7.75% 12/1/45

3,160

4,120

News America, Inc.:

5.3% 12/15/14

868

979

5.65% 8/15/20

1,000

1,142

6.15% 3/1/37

3,955

4,347

6.9% 3/1/19

2,110

2,573

6.9% 8/15/39

2,000

2,403

Thomson Reuters Corp. 4.7% 10/15/19

4,000

4,430

Time Warner Cable, Inc.:

5.4% 7/2/12

2,421

2,598

5.85% 5/1/17

5,801

6,618

6.2% 7/1/13

2,302

2,593

6.75% 7/1/18

1,162

1,387

7.3% 7/1/38

4,000

4,949

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

CONSUMER DISCRETIONARY - continued

Media - continued

Time Warner Cable, Inc.: - continued

8.75% 2/14/19

$ 2,368

$ 3,107

Time Warner, Inc.:

3.15% 7/15/15

5,000

5,140

5.875% 11/15/16

2,131

2,474

6.5% 11/15/36

5,724

6,474

Viacom, Inc.:

4.375% 9/15/14

2,000

2,164

5.625% 9/15/19

1,000

1,153

6.125% 10/5/17

5,420

6,357

6.75% 10/5/37

1,865

2,217

Walt Disney Co. 5.5% 3/15/19

2,000

2,401

 

99,036

Multiline Retail - 0.0%

Nordstrom, Inc. 4.75% 5/1/20

2,000

2,134

Target Corp. 3.875% 7/15/20

3,000

3,147

 

5,281

Specialty Retail - 0.1%

Lowe's Companies, Inc.:

4.625% 4/15/20

2,000

2,244

5.8% 4/15/40

2,000

2,332

Staples, Inc. 9.75% 1/15/14

10,000

12,416

 

16,992

TOTAL CONSUMER DISCRETIONARY

155,653

CONSUMER STAPLES - 1.3%

Beverages - 0.1%

Anheuser-Busch Companies, Inc. 6.45% 9/1/37

2,073

2,474

Diageo Capital PLC:

5.2% 1/30/13

1,028

1,122

5.75% 10/23/17

5,185

6,088

PepsiCo, Inc. 7.9% 11/1/18

6,000

8,030

 

17,714

Food & Staples Retailing - 0.4%

CVS Caremark Corp.:

6.125% 9/15/39

1,000

1,126

6.302% 6/1/37 (f)

5,809

5,330

Kroger Co. 3.9% 10/1/15

9,000

9,734

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

CONSUMER STAPLES - continued

Food & Staples Retailing - continued

Safeway, Inc. 5% 8/15/19

$ 1,000

$ 1,104

Wal-Mart Stores, Inc.:

3.2% 5/15/14

10,000

10,669

5.625% 4/1/40

2,000

2,326

6.5% 8/15/37

8,275

10,689

 

40,978

Food Products - 0.4%

ConAgra Foods, Inc. 5.875% 4/15/14

4,000

4,589

General Mills, Inc. 5.65% 2/15/19

13,501

15,933

Kellogg Co. 4.45% 5/30/16

2,000

2,241

Kraft Foods, Inc.:

5.625% 11/1/11

3,626

3,820

6% 2/11/13

7,895

8,761

6.125% 2/1/18

5,497

6,433

6.75% 2/19/14

535

621

6.875% 2/1/38

3,250

4,018

 

46,416

Household Products - 0.0%

Procter & Gamble Co. 3.15% 9/1/15

4,500

4,838

Tobacco - 0.4%

Altria Group, Inc. 9.7% 11/10/18

6,065

8,027

Philip Morris International, Inc.:

4.5% 3/26/20

2,000

2,183

4.875% 5/16/13

8,937

9,772

5.65% 5/16/18

6,789

7,908

6.375% 5/16/38

1,450

1,824

Reynolds American, Inc.:

6.75% 6/15/17

2,899

3,252

7.25% 6/15/37

7,220

7,691

 

40,657

TOTAL CONSUMER STAPLES

150,603

ENERGY - 1.7%

Energy Equipment & Services - 0.2%

Baker Hughes, Inc. 5.125% 9/15/40

2,000

2,096

Halliburton Co.:

6.15% 9/15/19

2,000

2,370

7.45% 9/15/39

1,500

2,025

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

ENERGY - continued

Energy Equipment & Services - continued

Rowan Companies, Inc. 7.875% 8/1/19

$ 500

$ 582

Weatherford International Ltd.:

4.95% 10/15/13

1,726

1,867

5.15% 3/15/13

2,255

2,414

7% 3/15/38

5,580

6,222

 

17,576

Oil, Gas & Consumable Fuels - 1.5%

Anadarko Petroleum Co. 6.2% 3/15/40

2,000

1,716

Anadarko Petroleum Corp.:

5.75% 6/15/14

5,000

5,076

6.45% 9/15/36

2,675

2,325

Apache Corp. 5.1% 9/1/40

3,000

3,103

Boardwalk Pipelines LP 5.75% 9/15/19

1,000

1,104

Canadian Natural Resources Ltd.:

5.15% 2/1/13

4,456

4,822

5.7% 5/15/17

1,148

1,325

Cenovus Energy, Inc. 6.75% 11/15/39

2,000

2,458

ConocoPhillips:

4.6% 1/15/15

3,000

3,366

5.75% 2/1/19

2,902

3,467

6.5% 2/1/39

7,529

9,628

Devon Energy Corp. 5.625% 1/15/14

2,321

2,606

Duke Energy Field Services 6.875% 2/1/11

2,291

2,345

El Paso Natural Gas Co. 5.95% 4/15/17

926

1,023

Enbridge Energy Partners LP:

5.875% 12/15/16

1,000

1,140

6.5% 4/15/18

1,000

1,180

EnCana Holdings Finance Corp. 5.8% 5/1/14

2,861

3,244

Enterprise Products Operating LP:

4.6% 8/1/12

5,000

5,235

5.6% 10/15/14

1,937

2,164

5.65% 4/1/13

690

752

6.65% 4/15/18

2,000

2,354

7.55% 4/15/38

2,000

2,505

EOG Resources, Inc. 5.625% 6/1/19

1,000

1,177

Kinder Morgan Energy Partners LP:

5% 12/15/13

5,000

5,401

6.55% 9/15/40

3,000

3,355

Magellan Midstream Partners LP 6.55% 7/15/19

4,592

5,470

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Nexen, Inc.:

5.05% 11/20/13

$ 3,809

$ 4,131

5.2% 3/10/15

900

988

5.875% 3/10/35

3,710

3,873

Petro-Canada:

6.05% 5/15/18

3,650

4,256

6.8% 5/15/38

8,445

10,168

Petrobras International Finance Co. Ltd. 7.875% 3/15/19

12,228

14,949

Plains All American Pipeline LP/PAA Finance Corp.:

3.95% 9/15/15

2,000

2,085

5.75% 1/15/20

1,000

1,105

6.125% 1/15/17

1,795

2,002

6.65% 1/15/37

2,795

3,065

Shell International Finance BV 1.875% 3/25/13

7,000

7,144

Spectra Energy Capital, LLC 5.65% 3/1/20

2,000

2,230

StatoilHydro ASA:

2.9% 10/15/14

1,500

1,566

5.1% 8/17/40

2,000

2,160

Suncor Energy, Inc.:

6.1% 6/1/18

11,244

13,133

6.85% 6/1/39

2,000

2,429

Talisman Energy, Inc. 5.85% 2/1/37

5,000

5,238

TransCanada PipeLines Ltd.:

3.4% 6/1/15

1,000

1,057

6.35% 5/15/67 (f)

2,348

2,143

Valero Energy Corp. 6.625% 6/15/37

3,620

3,677

XTO Energy, Inc.:

5% 1/31/15

1,733

1,978

5.65% 4/1/16

1,189

1,414

5.9% 8/1/12

4,410

4,825

 

173,957

TOTAL ENERGY

191,533

FINANCIALS - 6.6%

Capital Markets - 1.6%

Bear Stearns Companies, Inc.:

4.5% 10/28/10

1,816

1,828

5.3% 10/30/15

1,159

1,278

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Capital Markets - continued

Bear Stearns Companies, Inc.: - continued

6.95% 8/10/12

$ 1,338

$ 1,481

BlackRock, Inc. 6.25% 9/15/17

11,603

13,651

Goldman Sachs Group, Inc.:

3.625% 8/1/12

1,500

1,553

3.7% 8/1/15

2,000

2,025

5.25% 10/15/13

5,848

6,330

5.45% 11/1/12

3,733

4,001

5.625% 1/15/17

7,000

7,339

6.15% 4/1/18

1,951

2,132

6.75% 10/1/37

24,510

25,094

7.5% 2/15/19

1,741

2,032

JPMorgan Chase Capital XX 6.55% 9/29/36

14,550

14,505

Lazard Group LLC:

6.85% 6/15/17

3,804

4,050

7.125% 5/15/15

1,364

1,470

Merrill Lynch & Co., Inc.:

5.45% 2/5/13

10,924

11,660

6.4% 8/28/17

3,140

3,386

6.875% 4/25/18

6,991

7,697

Morgan Stanley:

4.2% 11/20/14

7,250

7,466

4.75% 4/1/14

4,287

4,416

5.25% 11/2/12

242

257

5.45% 1/9/17

236

248

5.625% 9/23/19

2,000

2,037

5.95% 12/28/17

5,745

6,110

6% 5/13/14

3,000

3,270

6% 4/28/15

5,666

6,178

6.625% 4/1/18

5,055

5,557

7.3% 5/13/19

3,000

3,412

Northern Trust Corp. 5.5% 8/15/13

2,607

2,924

Royal Bank of Scotland PLC 4.875% 3/16/15

5,000

5,219

State Street Corp. 4.3% 5/30/14

1,940

2,131

The Bank of New York, Inc.:

4.3% 5/15/14

6,000

6,562

4.95% 11/1/12

3,828

4,144

5.45% 5/15/19

2,000

2,337

UBS AG Stamford Branch:

3.875% 1/15/15

2,000

2,067

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Capital Markets - continued

UBS AG Stamford Branch: - continued

5.75% 4/25/18

$ 1,700

$ 1,910

5.875% 12/20/17

3,500

3,952

 

181,709

Commercial Banks - 1.3%

American Express Bank FSB:

5.5% 4/16/13

4,052

4,406

6% 9/13/17

615

700

Bank of America NA:

5.3% 3/15/17

3,500

3,586

6% 10/15/36

2,419

2,464

Bank of Nova Scotia 2.25% 1/22/13

2,000

2,051

Barclays Bank PLC:

5% 9/22/16

800

869

5.2% 7/10/14

2,000

2,200

BB&T Capital Trust IV 6.82% 6/12/77 (f)

3,510

3,405

BB&T Corp. 6.5% 8/1/11

1,231

1,292

Credit Suisse New York Branch:

5% 5/15/13

9,285

10,046

6% 2/15/18

15,651

17,069

European Investment Bank 1.625% 3/15/13

3,000

3,059

Export-Import Bank of Korea:

5.125% 2/14/11

2,892

2,937

5.5% 10/17/12

2,235

2,382

Fifth Third Bancorp:

4.5% 6/1/18

122

121

8.25% 3/1/38

2,079

2,478

HSBC Holdings PLC 6.5% 9/15/37

10,000

11,554

JPMorgan Chase Bank 6% 10/1/17

7,075

7,982

KeyBank NA:

5.8% 7/1/14

1,109

1,211

7% 2/1/11

1,113

1,138

Korea Development Bank 4.625% 9/16/10

1,816

1,819

PNC Funding Corp. 6.7% 6/10/19

2,500

2,979

Royal Bank of Canada 2.625% 12/15/15

3,000

3,091

UniCredit Luxembourg Finance SA 5.584% 1/13/17 (b)(f)

2,905

2,800

UnionBanCal Corp. 5.25% 12/16/13

656

710

U.S. Bancorp 3.15% 3/4/15

5,000

5,213

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Commercial Banks - continued

Wachovia Bank NA:

4.875% 2/1/15

$ 1,394

$ 1,499

6.6% 1/15/38

10,000

11,364

Wachovia Corp.:

5.5% 5/1/13

14,000

15,369

5.625% 10/15/16

3,367

3,715

5.75% 6/15/17

2,905

3,261

Wells Fargo & Co. 5.625% 12/11/17

5,972

6,745

Westpac Banking Corp.:

2.25% 11/19/12

2,200

2,238

4.875% 11/19/19

1,100

1,171

 

142,924

Consumer Finance - 0.9%

American Express Co.:

7.25% 5/20/14

1,500

1,745

8.15% 3/19/38

8,500

12,074

Capital One Bank USA NA 8.8% 7/15/19

2,020

2,560

Capital One Financial Corp.:

5.7% 9/15/11

2,000

2,082

7.375% 5/23/14

5,000

5,826

Caterpillar Financial Services Corp. 2% 4/5/13

8,104

8,298

Discover Financial Services:

6.45% 6/12/17

2,263

2,415

10.25% 7/15/19

1,000

1,259

General Electric Capital Corp.:

3.5% 6/29/15

23,772

24,617

5.625% 9/15/17

7,044

7,781

5.625% 5/1/18

15,000

16,546

5.9% 5/13/14

6,228

7,042

6.375% 11/15/67 (f)

9,000

8,640

Household Finance Corp. 6.375% 10/15/11

1,842

1,946

HSBC Finance Corp.:

5.25% 1/14/11

1,296

1,316

5.25% 1/15/14

1,044

1,118

ORIX Corp. 5.48% 11/22/11

381

397

PACCAR Financial Corp. 1.95% 12/17/12

2,000

2,028

 

107,690

Diversified Financial Services - 1.5%

Bank of America Corp. 5.75% 12/1/17

4,835

5,119

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Diversified Financial Services - continued

BB&T Corp. 3.85% 7/27/12

$ 1,000

$ 1,048

BNP Paribas US Medium-Term Note Program LLC 2.125% 12/21/12

2,000

2,034

BP Capital Markets PLC:

3.125% 3/10/12

4,000

4,007

3.875% 3/10/15

2,000

1,981

4.75% 3/10/19

1,000

982

Capital One Capital V 10.25% 8/15/39

2,000

2,160

Capital One Capital VI 8.875% 5/15/40

1,000

1,053

Citigroup, Inc.:

5.5% 4/11/13

13,899

14,757

6% 12/13/13

15,244

16,449

6.125% 5/15/18

5,731

6,187

6.5% 1/18/11

1,295

1,322

6.5% 8/19/13

6,095

6,666

8.125% 7/15/39

8,000

9,980

8.5% 5/22/19

2,000

2,447

CME Group, Inc. 5.75% 2/15/14

501

568

Deutsche Bank AG London Branch:

3.45% 3/30/15

2,000

2,083

3.875% 8/18/14

5,000

5,328

GlaxoSmithKline Capital, Inc.:

5.65% 5/15/18

8,585

10,200

6.375% 5/15/38

7,218

9,186

JPMorgan Chase & Co.:

3.7% 1/20/15

5,000

5,229

4.65% 6/1/14

4,000

4,353

4.891% 9/1/15 (f)

2,703

2,688

6.3% 4/23/19

10,000

11,500

Kreditanstalt fuer Wiederaufbau:

1.875% 1/14/13

3,100

3,180

4% 1/27/20

3,000

3,313

4.875% 6/17/19

25,000

29,326

National Rural Utils. Coop. Finance Corp.:

2.625% 9/16/12

3,000

3,096

3.875% 9/16/15

4,000

4,320

TECO Finance, Inc. 4% 3/15/16

2,875

3,008

 

173,570

Insurance - 0.6%

Ace INA Holdings, Inc. 5.9% 6/15/19

3,000

3,460

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Insurance - continued

Allstate Corp.:

6.2% 5/16/14

$ 3,000

$ 3,486

7.45% 5/16/19

3,000

3,706

American International Group, Inc.:

5.05% 10/1/15

3,000

2,936

5.85% 1/16/18

2,000

1,930

8.25% 8/15/18

4,000

4,320

Assurant, Inc. 5.625% 2/15/14

1,894

2,021

Axis Capital Holdings Ltd. 5.75% 12/1/14

553

594

Berkshire Hathaway Finance Corp. 5.75% 1/15/40

5,000

5,651

MetLife, Inc.:

5% 6/15/15

1,153

1,264

6.125% 12/1/11

981

1,038

7.717% 2/15/19

9,000

11,291

Prudential Financial, Inc.:

5.15% 1/15/13

2,146

2,295

5.4% 6/13/35

447

440

5.5% 3/15/16

421

460

5.7% 12/14/36

380

389

6.2% 1/15/15

1,340

1,506

7.375% 6/15/19

3,000

3,652

8.875% 6/15/38 (f)

2,944

3,209

The Chubb Corp.:

5.75% 5/15/18

4,175

4,818

6.5% 5/15/38

3,510

4,313

The Travelers Companies, Inc. 6.25% 6/15/37

8,350

9,964

 

72,743

Real Estate Investment Trusts - 0.1%

AvalonBay Communities, Inc. 6.125% 11/1/12

527

578

Developers Diversified Realty Corp. 5.25% 4/15/11

2,410

2,417

HRPT Properties Trust:

5.75% 11/1/15

881

933

6.25% 6/15/17

1,221

1,281

6.65% 1/15/18

612

656

Kimco Realty Corp. 6.875% 10/1/19

1,000

1,150

 

7,015

Real Estate Management & Development - 0.3%

Brandywine Operating Partnership LP 5.75% 4/1/12

1,000

1,033

Digital Realty Trust LP 4.5% 7/15/15 (b)

2,000

2,025

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Real Estate Management & Development - continued

Duke Realty LP:

5.4% 8/15/14

$ 5,172

$ 5,453

5.625% 8/15/11

2,929

2,993

5.95% 2/15/17

630

676

6.25% 5/15/13

1,000

1,081

6.5% 1/15/18

1,000

1,094

ERP Operating LP 5.5% 10/1/12

3,403

3,672

Liberty Property LP:

5.125% 3/2/15

840

888

5.5% 12/15/16

1,000

1,077

Mack-Cali Realty LP 7.75% 2/15/11

967

990

Regency Centers LP:

5.25% 8/1/15

2,113

2,262

5.875% 6/15/17

1,046

1,134

Tanger Properties LP:

6.125% 6/1/20

4,408

4,851

6.15% 11/15/15

24

27

 

29,256

Thrifts & Mortgage Finance - 0.3%

Bank of America Corp.:

3.7% 9/1/15

1,460

1,457

5.65% 5/1/18

8,539

8,879

6.5% 8/1/16

15,000

16,766

Countrywide Financial Corp. 5.8% 6/7/12

5,839

6,211

Independence Community Bank Corp. 4.9% 9/23/10

1,680

1,683

U.S. Central Federal Credit Union:

1.25% 10/19/11

1,500

1,513

1.9% 10/19/12

1,500

1,538

 

38,047

TOTAL FINANCIALS

752,954

HEALTH CARE - 0.7%

Biotechnology - 0.0%

Amgen, Inc. 5.85% 6/1/17

2,928

3,506

Health Care Equipment & Supplies - 0.1%

Baxter International, Inc. 4.5% 8/15/19

3,000

3,346

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

Hospira, Inc. 6.4% 5/15/15

$ 2,000

$ 2,311

St. Jude Medical, Inc. 3.75% 7/15/14

1,000

1,076

 

6,733

Health Care Providers & Services - 0.1%

Coventry Health Care, Inc.:

5.95% 3/15/17

1,731

1,733

6.3% 8/15/14

3,584

3,822

Express Scripts, Inc.:

5.25% 6/15/12

2,000

2,134

6.25% 6/15/14

2,000

2,306

7.25% 6/15/19

2,000

2,521

 

12,516

Pharmaceuticals - 0.5%

AstraZeneca PLC:

5.9% 9/15/17

4,505

5,447

6.45% 9/15/37

3,250

4,172

Bristol-Myers Squibb Co. 5.45% 5/1/18

2,905

3,455

Merck & Co., Inc.:

4% 6/30/15

3,000

3,313

5% 6/30/19

5,970

6,934

5.85% 6/30/39

1,000

1,232

Novartis Capital Corp. 4.125% 2/10/14

12,903

14,112

Pfizer, Inc.:

5.35% 3/15/15

4,000

4,612

6.2% 3/15/19

4,000

5,006

7.2% 3/15/39

3,000

4,202

Teva Pharmaceutical Finance LLC 5.55% 2/1/16

949

1,104

Watson Pharmaceuticals, Inc.:

5% 8/15/14

1,000

1,098

6.125% 8/15/19

1,000

1,176

 

55,863

TOTAL HEALTH CARE

78,618

INDUSTRIALS - 1.0%

Aerospace & Defense - 0.2%

The Boeing Co.:

5% 3/15/14

3,000

3,374

6% 3/15/19

1,000

1,213

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

INDUSTRIALS - continued

Aerospace & Defense - continued

The Boeing Co.: - continued

6.875% 3/15/39

$ 1,000

$ 1,328

United Technologies Corp.:

4.5% 4/15/20

4,000

4,507

5.7% 4/15/40

2,000

2,362

6.125% 2/1/19

4,000

4,968

 

17,752

Airlines - 0.1%

American Airlines, Inc. pass-thru trust certificates 6.978% 10/1/12

177

178

Continental Airlines, Inc.:

6.648% 3/15/19

2,794

2,832

6.9% 7/2/19

809

831

Delta Air Lines, Inc. pass-thru trust certificates:

6.821% 8/10/22

335

344

7.57% 11/18/10

11,089

11,200

 

15,385

Commercial Services & Supplies - 0.0%

Republic Services, Inc. 5.5% 9/15/19

4,000

4,490

Industrial Conglomerates - 0.3%

Covidien International Finance SA:

5.15% 10/15/10

2,504

2,517

5.45% 10/15/12

613

669

6% 10/15/17

2,902

3,453

6.55% 10/15/37

4,250

5,460

General Electric Co. 5.25% 12/6/17

18,540

20,802

 

32,901

Machinery - 0.1%

Caterpillar, Inc. 5.3% 9/15/35

7,000

7,847

Deere & Co.:

4.375% 10/16/19

2,000

2,211

5.375% 10/16/29

1,000

1,136

 

11,194

Road & Rail - 0.3%

Burlington Northern Santa Fe Corp. 4.7% 10/1/19

5,000

5,508

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

INDUSTRIALS - continued

Road & Rail - continued

CSX Corp. 7.375% 2/1/19

$ 10,000

$ 12,643

Norfolk Southern Corp. 5.75% 1/15/16

10,000

11,593

 

29,744

TOTAL INDUSTRIALS

111,466

INFORMATION TECHNOLOGY - 0.8%

Communications Equipment - 0.2%

Cisco Systems, Inc.:

2.9% 11/17/14

3,000

3,177

4.45% 1/15/20

2,000

2,203

4.95% 2/15/19

3,479

3,979

5.9% 2/15/39

12,416

14,609

Nokia Corp.:

5.375% 5/15/19

1,000

1,104

6.625% 5/15/39

1,000

1,158

 

26,230

Computers & Peripherals - 0.1%

Dell, Inc. 5.625% 4/15/14

2,000

2,266

Hewlett-Packard Co. 4.75% 6/2/14

8,300

9,307

 

11,573

Electronic Equipment & Components - 0.1%

Agilent Technologies, Inc. 5.5% 9/14/15

1,000

1,120

Tyco Electronics Group SA:

5.95% 1/15/14

2,922

3,269

6% 10/1/12

3,840

4,156

6.55% 10/1/17

2,338

2,735

7.125% 10/1/37

2,475

3,024

 

14,304

IT Services - 0.1%

International Business Machines Corp. 7.625% 10/15/18

13,000

17,391

Office Electronics - 0.1%

Xerox Corp.:

4.25% 2/15/15

1,000

1,065

5.5% 5/15/12

1,586

1,693

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

INFORMATION TECHNOLOGY - continued

Office Electronics - continued

Xerox Corp.: - continued

5.625% 12/15/19

$ 1,000

$ 1,111

8.25% 5/15/14

3,902

4,677

 

8,546

Software - 0.2%

Microsoft Corp.:

2.95% 6/1/14

2,000

2,132

4.2% 6/1/19

2,000

2,245

Oracle Corp.:

5.375% 7/15/40 (b)

4,000

4,349

5.75% 4/15/18

7,400

8,857

 

17,583

TOTAL INFORMATION TECHNOLOGY

95,627

MATERIALS - 0.8%

Chemicals - 0.4%

Air Products & Chemicals, Inc. 4.375% 8/21/19

1,000

1,069

Dow Chemical Co.:

4.85% 8/15/12

10,000

10,554

5.9% 2/15/15

2,500

2,768

7.6% 5/15/14

3,000

3,498

8.55% 5/15/19

3,000

3,763

9.4% 5/15/39

3,000

4,269

E.I. du Pont de Nemours & Co.:

3.25% 1/15/15

4,000

4,249

4.625% 1/15/20

3,000

3,338

Lubrizol Corp. 8.875% 2/1/19

919

1,181

Potash Corp. of Saskatchewan, Inc.:

3.75% 9/30/15

2,000

2,140

4.875% 3/30/20

1,500

1,620

Praxair, Inc. 3.25% 9/15/15

3,200

3,396

 

41,845

Construction Materials - 0.0%

CRH America, Inc. 6% 9/30/16

1,816

1,996

Containers & Packaging - 0.1%

Bemis Co., Inc.:

5.65% 8/1/14

3,000

3,355

6.8% 8/1/19

3,000

3,592

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

MATERIALS - continued

Containers & Packaging - continued

Pactiv Corp.:

5.875% 7/15/12

$ 1,697

$ 1,800

6.4% 1/15/18

1,732

1,796

 

10,543

Metals & Mining - 0.3%

ArcelorMittal SA 9.85% 6/1/19

2,000

2,514

BHP Billiton Financial (USA) Ltd.:

5.125% 3/29/12

1,957

2,077

5.5% 4/1/14

2,500

2,813

6.5% 4/1/19

2,500

3,037

Newmont Mining Corp.:

5.125% 10/1/19

1,000

1,111

6.25% 10/1/39

1,600

1,831

Rio Tinto Finance (USA) Ltd.:

5.875% 7/15/13

3,233

3,599

6.5% 7/15/18

1,398

1,655

7.125% 7/15/28

2,000

2,497

Vale Overseas Ltd.:

5.625% 9/15/19

6,210

6,629

6.25% 1/23/17

9,395

10,534

 

38,297

TOTAL MATERIALS

92,681

TELECOMMUNICATION SERVICES - 1.6%

Diversified Telecommunication Services - 1.2%

AT&T Broadband Corp. 8.375% 3/15/13

2,560

2,974

AT&T, Inc.:

5.8% 2/15/19

4,000

4,718

6.3% 1/15/38

838

962

6.7% 11/15/13

1,162

1,346

BellSouth Capital Funding Corp. 7.875% 2/15/30

3,002

3,794

British Telecommunications PLC:

9.125% 12/15/30

4,515

6,202

9.375% 12/15/10 (a)

2,692

2,752

CenturyTel, Inc.:

6.15% 9/15/19

5,000

5,078

7.6% 9/15/39

2,500

2,436

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Deutsche Telekom International Financial BV:

5.25% 7/22/13

$ 2,425

$ 2,652

5.875% 8/20/13

10,000

11,123

6.75% 8/20/18

3,595

4,389

France Telecom SA 5.375% 7/8/19

4,000

4,608

SBC Communications, Inc.:

5.1% 9/15/14

2,149

2,416

5.875% 2/1/12

2,707

2,891

5.875% 8/15/12

968

1,056

6.15% 9/15/34

5,270

5,817

6.45% 6/15/34

11,795

13,398

Telecom Italia Capital SA:

4.95% 9/30/14

3,178

3,341

5.25% 10/1/15

4,571

4,867

6.999% 6/4/18

1,776

2,010

7.175% 6/18/19

6,000

6,917

Telefonica Emisiones SAU:

4.949% 1/15/15

3,000

3,239

5.877% 7/15/19

2,000

2,269

6.421% 6/20/16

1,151

1,327

7.045% 6/20/36

2,600

3,131

Verizon Communications, Inc.:

6.25% 4/1/37

3,121

3,568

6.35% 4/1/19

6,000

7,251

6.9% 4/15/38

6,025

7,460

Verizon Global Funding Corp. 5.85% 9/15/35

3,190

3,485

Verizon New England, Inc. 6.5% 9/15/11

882

931

Verizon New York, Inc. 6.875% 4/1/12

2,628

2,840

 

131,248

Wireless Telecommunication Services - 0.4%

America Movil SAB de CV 6.125% 11/15/37

8,365

9,363

AT&T Wireless Services, Inc. 8.125% 5/1/12

10,000

11,156

DIRECTV Holdings LLC/DIRECTV Financing, Inc.:

4.75% 10/1/14

4,500

4,862

5.875% 10/1/19

2,905

3,261

6.35% 3/15/40

1,000

1,104

Verizon Wireless Capital LLC:

5.55% 2/1/14

2,352

2,662

8.5% 11/15/18

3,486

4,703

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

Vodafone Group PLC:

3.375% 11/24/15

$ 1,000

$ 1,036

5% 12/16/13

2,275

2,487

5.45% 6/10/19

6,000

6,821

5.5% 6/15/11

2,735

2,834

 

50,289

TOTAL TELECOMMUNICATION SERVICES

181,537

UTILITIES - 1.7%

Electric Utilities - 1.1%

AmerenUE 6.4% 6/15/17

2,959

3,468

Cleveland Electric Illuminating Co.:

5.65% 12/15/13

4,074

4,448

8.875% 11/15/18

2,000

2,647

Commonwealth Edison Co.:

5.4% 12/15/11

6,418

6,766

5.8% 3/15/18

9,945

11,683

Duke Energy Carolinas LLC:

5.25% 1/15/18

4,355

5,033

6% 1/15/38

3,450

4,182

Duke Energy Corp. 3.95% 9/15/14

4,500

4,823

FirstEnergy Solutions Corp. 6.8% 8/15/39

3,500

3,601

FPL Group Capital, Inc. 7.875% 12/15/15

1,532

1,908

Illinois Power Co. 6.125% 11/15/17

3,364

3,881

Nevada Power Co. 6.5% 8/1/18

1,555

1,872

Northern States Power Co. 5.25% 3/1/18

10,500

12,171

Oncor Electric Delivery Co. 6.375% 5/1/12

2,705

2,917

Pacific Gas & Electric Co. 5.4% 1/15/40

4,000

4,406

PacifiCorp 6% 1/15/39

6,193

7,475

Pennsylvania Electric Co. 6.05% 9/1/17

757

857

Potomac Electric Power Co. 6.5% 11/15/37

3,806

4,869

PPL Capital Funding, Inc. 6.7% 3/30/67 (f)

688

645

Progress Energy, Inc.:

4.875% 12/1/19

1,700

1,873

6% 12/1/39

3,200

3,664

7.1% 3/1/11

3,353

3,457

Public Service Electric & Gas Co. 2.7% 5/1/15

2,000

2,081

Sierra Pacific Power Co. 5.45% 9/1/13

1,545

1,694

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

UTILITIES - continued

Electric Utilities - continued

Tampa Electric Co.:

6.15% 5/15/37

$ 6,260

$ 7,238

6.55% 5/15/36

5,500

6,612

Virginia Electric & Power Co. 5% 6/30/19

5,000

5,698

Wisconsin Electric Power Co. 6.25% 12/1/15

2,983

3,597

Wisconsin Power & Light Co. 5% 7/15/19

1,000

1,148

 

124,714

Gas Utilities - 0.0%

EQT Corp. 8.125% 6/1/19

1,000

1,229

Southern Natural Gas Co. 5.9% 4/1/17 (b)

438

482

Texas Eastern Transmission Corp. 7.3% 12/1/10

3,071

3,118

 

4,829

Independent Power Producers & Energy Traders - 0.1%

Duke Capital LLC 5.668% 8/15/14

2,036

2,268

Exelon Generation Co. LLC 5.35% 1/15/14

1,513

1,665

PPL Energy Supply LLC 6.5% 5/1/18

6,485

7,419

 

11,352

Multi-Utilities - 0.5%

CenterPoint Energy, Inc. 5.95% 2/1/17

1,181

1,326

Consolidated Edison Co. of New York, Inc.:

4.45% 6/15/20

2,000

2,204

5.5% 12/1/39

2,500

2,763

Dominion Resources, Inc.:

2.25% 9/1/15

1,000

1,002

4.75% 12/15/10

3,894

3,940

6.3% 9/30/66 (f)

1,000

940

7.5% 6/30/66 (f)

1,000

1,020

DTE Energy Co. 7.05% 6/1/11

974

1,017

KeySpan Corp. 7.625% 11/15/10

490

497

MidAmerican Energy Holdings, Co.:

5.75% 4/1/18

3,750

4,341

5.875% 10/1/12

2,893

3,149

6.5% 9/15/37

7,605

9,254

National Grid PLC 6.3% 8/1/16

1,463

1,715

NiSource Finance Corp.:

5.25% 9/15/17

835

904

5.4% 7/15/14

1,334

1,459

5.45% 9/15/20

5,111

5,477

6.4% 3/15/18

1,532

1,759

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

UTILITIES - continued

Multi-Utilities - continued

NiSource Finance Corp.: - continued

7.875% 11/15/10

$ 1,012

$ 1,025

San Diego Gas & Electric Co. 4.5% 8/15/40

1,000

1,012

Sempra Energy:

6% 10/15/39

1,000

1,148

6.5% 6/1/16

3,000

3,570

Wisconsin Energy Corp. 6.25% 5/15/67 (f)

6,114

5,778

WPS Resources Corp. 6.11% 12/1/66 (f)

874

791

 

56,091

TOTAL UTILITIES

196,986

TOTAL NONCONVERTIBLE BONDS

(Cost $1,765,156)

2,007,658

U.S. Government and Government Agency Obligations - 40.8%

 

U.S. Government Agency Obligations - 7.1%

Fannie Mae:

0.625% 9/24/12

64,720

64,636

1% 4/4/12

41,600

41,903

1.25% 6/22/12

38,060

38,498

1.25% 8/20/13

19,924

20,114

1.75% 2/22/13

22,745

23,282

2% 1/9/12

3,050

3,113

2.5% 5/15/14

44,844

46,968

2.75% 3/13/14

63,630

67,302

3.625% 2/12/13

55,295

59,105

5% 2/16/12

13,565

14,443

Federal Farm Credit Bank 3% 9/22/14

50,000

53,350

Federal Home Loan Bank 1.625% 11/21/12

102,720

104,745

Freddie Mac:

1.125% 7/27/12

76,270

76,998

2.125% 3/23/12

17,776

18,211

3.75% 3/27/19

2,300

2,503

4.875% 6/13/18

98,230

115,114

6.75% 3/15/31

26,000

36,821

U.S. Government and Government Agency Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Government Agency Obligations - continued

Tennessee Valley Authority:

5.25% 9/15/39

$ 20,000

$ 23,846

5.375% 4/1/56

5,395

6,723

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

817,675

U.S. Treasury Obligations - 32.2%

U.S. Treasury Bills, yield at date of purchase 0.25% to 0.26% 8/25/11

124,093

123,809

U.S. Treasury Bonds:

3.5% 2/15/39

12,115

12,068

3.875% 8/15/40

32,000

34,080

4.25% 5/15/39

26,000

29,425

4.375% 2/15/38

11,000

12,751

4.375% 11/15/39

100

115

4.375% 5/15/40

8,000

9,246

4.5% 2/15/36

18,000

21,279

4.5% 5/15/38

15,000

17,742

4.5% 8/15/39

39,000

45,941

4.625% 2/15/40

21,500

25,837

4.75% 2/15/37

11,000

13,528

5% 5/15/37

11,000

14,049

5.375% 2/15/31

52,000

68,307

6.25% 5/15/30

94,000

135,639

8% 11/15/21

75,392

114,372

8.75% 5/15/17

8,000

11,508

8.875% 8/15/17

5,000

7,290

8.875% 2/15/19

7,000

10,633

9% 11/15/18

4,000

6,105

9.125% 5/15/18

3,000

4,565

U.S. Treasury Notes:

0.375% 8/31/12

78,000

77,835

0.625% 6/30/12

321,000

321,966

0.625% 7/31/12

83,000

83,253

0.75% 11/30/11

34,000

34,159

0.75% 5/31/12

12,000

12,062

1% 7/31/11

32,000

32,209

1% 8/31/11

32,000

32,222

1% 9/30/11

33,000

33,238

1% 10/31/11

35,000

35,263

1% 12/31/11

5,000

5,041

1% 4/30/12

36,000

36,332

U.S. Government and Government Agency Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Treasury Obligations - continued

U.S. Treasury Notes: - continued

1% 7/15/13

$ 19,000

$ 19,166

1.25% 8/31/15

81,000

80,665

1.375% 10/15/12

9,100

9,266

1.5% 12/31/13

22,300

22,814

1.75% 1/31/14

19,700

20,302

1.75% 3/31/14

50,700

52,233

1.75% 7/31/15

53,000

54,114

1.875% 2/28/14

50,660

52,405

1.875% 4/30/14

23,821

24,638

1.875% 6/30/15

79,000

81,173

1.875% 8/31/17

18,000

17,941

2.125% 5/31/15

98,000

101,912

2.25% 5/31/14

25,170

26,389

2.375% 9/30/14

137,410

144,581

2.375% 2/28/15

32,434

34,117

2.375% 7/31/17

25,000

25,766

2.5% 3/31/13

18,030

18,915

2.5% 4/30/15

105,000

111,046

2.5% 6/30/17

83,000

86,320

2.625% 6/30/14

122,801

130,418

2.625% 7/31/14

28,000

29,743

2.625% 12/31/14

204,900

217,642

2.625% 2/29/16

13,600

14,387

2.625% 8/15/20

67,000

67,890

2.75% 11/30/16

25,000

26,467

3% 8/31/16

12,402

13,340

3% 9/30/16

22,000

23,650

3.125% 10/31/16

23,900

25,857

3.125% 5/15/19

14,260

15,196

3.25% 5/31/16

14,200

15,489

3.25% 12/31/16

25,000

27,193

3.375% 11/15/19

62,740

67,794

3.5% 2/15/18

25,000

27,619

3.5% 5/15/20

81,800

89,169

3.625% 8/15/19

48,000

52,954

3.625% 2/15/20

59,600

65,616

3.75% 11/15/18

40,000

44,809

3.875% 2/15/13

3,150

3,408

3.875% 5/15/18

20,000

22,619

4% 2/15/14

20,600

22,827

U.S. Government and Government Agency Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Treasury Obligations - continued

U.S. Treasury Notes: - continued

4% 2/15/15

$ 9,600

$ 10,786

4% 8/15/18

22,000

25,073

4.125% 5/15/15

19,300

21,853

4.25% 8/15/13

5,600

6,188

4.25% 11/15/13

22,007

24,472

4.25% 11/15/14

6,580

7,444

4.25% 11/15/17

16,000

18,499

4.5% 9/30/11

11,000

11,495

4.5% 4/30/12

12,300

13,136

4.5% 5/15/17

13,000

15,178

4.625% 8/31/11

12,000

12,515

4.625% 7/31/12

8,700

9,397

4.625% 11/15/16

15,000

17,596

4.625% 2/15/17

14,000

16,419

4.75% 8/15/17

14,000

16,621

4.875% 7/31/11

11,000

11,460

5% 8/15/11

19,000

19,855

5.125% 5/15/16

13,100

15,670

TOTAL U.S. TREASURY OBLIGATIONS

3,683,376

Other Government Related - 1.5%

Citibank NA 1.875% 6/4/12 (FDIC Guaranteed) (c)

30,000

30,644

Citigroup Funding, Inc.:

2% 3/30/12 (FDIC Guaranteed) (c)

50,000

51,067

2.125% 7/12/12 (FDIC Guaranteed) (c)

52,060

53,512

General Electric Capital Corp. 2.125% 12/21/12 (FDIC Guaranteed) (c)

25,000

25,777

Goldman Sachs Group, Inc. 3.25% 6/15/12 (FDIC Guaranteed) (c)

9,504

9,938

TOTAL OTHER GOVERNMENT RELATED

170,938

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $4,427,650)

4,671,989

U.S. Government Agency - Mortgage Securities - 33.9%

 

Principal Amount (000s)

Value (000s)

Fannie Mae - 25.3%

4% 4/1/24 to 2/1/40

$ 197,188

$ 205,352

4% 9/1/25 (d)

61,000

64,060

4% 9/1/25 (d)

10,000

10,502

4% 9/1/25 (d)

16,000

16,802

4% 9/1/40 (d)

2,000

2,071

4% 9/1/40 (d)

7,000

7,250

4.5% 5/1/18 to 8/1/40

439,569

463,565

4.5% 9/1/25 (d)

38,500

40,732

4.5% 9/1/25 (d)

5,000

5,290

4.5% 9/1/40 (d)

18,000

18,904

4.5% 9/1/40 (d)

43,000

45,160

4.5% 9/1/40 (d)

99,500

104,498

4.5% 9/1/40 (d)

41,000

43,059

4.533% 11/1/34 (f)

8,771

9,296

5% 12/1/17 to 8/1/40

469,163

501,412

5% 9/1/25 (d)(e)

11,200

11,910

5% 9/1/25 (d)

2,000

2,127

5% 9/1/40 (d)(e)

101,500

107,788

5% 9/1/40 (d)

25,000

26,549

5.066% 11/1/34 (f)

37,757

39,975

5.5% 5/1/21 to 6/1/40

576,716

621,124

5.5% 9/1/25 (d)

1,000

1,076

5.5% 9/1/25 (d)

2,000

2,152

5.5% 9/1/40 (d)

7,000

7,484

6% 8/1/22 to 9/1/39

338,120

367,746

6% 9/1/40 (d)(e)

20,000

21,534

6% 9/1/40 (d)

5,000

5,384

6.5% 5/1/31 to 9/1/38

128,814

141,352

6.5% 9/1/40 (d)

2,000

2,177

6.5% 9/1/40 (d)

2,000

2,177

TOTAL FANNIE MAE

2,898,508

Freddie Mac - 2.3%

4.5% 6/1/25 to 7/1/25

16,707

17,676

4.857% 3/1/35 (f)

20,269

21,656

5% 4/1/23 to 4/1/40

49,162

52,621

5% 9/1/40 (d)

80,500

85,412

5.005% 12/1/35 (f)

12,672

13,210

5.055% 9/1/35 (f)

28,620

30,240

5.375% 3/1/36 (f)

13,361

13,831

5.5% 1/1/36

10,826

11,616

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Freddie Mac - continued

5.819% 9/1/37 (f)

$ 7,688

$ 8,078

6% 4/1/32

7,409

8,123

6% 9/1/40 (d)

5,700

6,127

11.75% 9/1/13

5

5

TOTAL FREDDIE MAC

268,595

Ginnie Mae - 6.3%

4% 8/15/39

669

699

4% 9/1/40 (d)

9,700

10,106

4% 9/1/40 (d)

1,000

1,042

4% 9/1/40 (d)

3,500

3,646

4% 9/1/40 (d)

1,000

1,042

4.5% 3/15/39 to 6/15/40

166,721

177,510

4.5% 9/1/40 (d)

9,000

9,555

4.5% 9/1/40 (d)

4,000

4,247

4.5% 9/1/40 (d)

26,000

27,603

5% 6/15/38 to 7/15/40

195,791

211,560

5% 9/1/40 (d)

21,000

22,567

5.5% 10/15/35 to 9/15/39

30,032

32,693

5.5% 8/1/40 (d)(e)

17,000

18,446

5.5% 9/1/40 (d)(e)

19,000

20,560

5.5% 9/1/40 (d)

60,000

64,927

6% 11/15/34 to 11/15/39

16,498

18,039

6% 9/1/40 (d)(e)

56,500

61,506

6.5% 1/15/32 to 2/15/39

25,691

28,212

6.5% 9/1/40 (d)

1,000

1,098

6.5% 9/1/40 (d)

2,000

2,196

TOTAL GINNIE MAE

717,254

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $3,757,377)

3,884,357

Asset-Backed Securities - 0.4%

 

AmeriCredit Automobile Receivables Trust Series 2005-DA Class A4, 5.02% 11/6/12

77

77

AmeriCredit Prime Automobile Receivables Trust Series 2007-1 Class D, 5.62% 9/8/14

750

753

C-BASS Trust Series 2006-CB7 Class A2, 0.3238% 10/25/36 (f)

103

102

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Capital Auto Receivables Trust Series 2007-2 Class A4A, 5.39% 2/18/14

$ 4,870

$ 4,994

Capital One Multi-Asset Execution Trust:

Series 2008-A3 Class A3, 5.05% 2/15/16

5,000

5,504

Series 2009-A2 Class A2, 3.2% 4/15/14

1,000

1,020

CarMax Auto Owner Trust Series 2007-2 Class C, 5.61% 11/15/13

619

636

Chase Issuance Trust:

Series 2008-9 Class A, 4.26% 5/15/13

4,900

5,029

Series 2008-A4 Class A4, 4.65% 3/15/15

5,000

5,452

Citibank Credit Card Issuance Trust:

Series 2006-A4 Class A4, 5.45% 5/10/13

5,000

5,169

Series 2009-A3 Class A3, 2.7% 6/24/13

1,000

1,017

Series 2009-A4 Class A4, 4.9% 6/23/16

1,000

1,121

Series 2009-A5 Class A5, 2.25% 12/23/14

6,000

6,168

CPS Auto Receivables Trust Series 2006-D Class A4, 5.115% 8/15/13 (b)

398

405

Detroit Edison Securitization Funding LLC Series 2001-1 Class A6, 6.62% 3/1/16

6,000

7,145

Ford Credit Auto Owner Trust Series 2006-C Class B, 5.3% 6/15/12

177

183

GCO Slims Trust Series 2006-1A, 5.72% 3/1/22 (b)

1,414

1,131

Option One Mortgage Loan Trust:

Series 2007-5 Class 2A1, 0.3538% 5/25/37 (f)

95

92

Series 2007-6 Class 2A1, 0.3238% 7/25/37 (f)

177

171

Residential Asset Mortgage Products, Inc. Series 2006-EFC2 Class M1, 0.4938% 12/25/36 (f)

377

15

Residential Asset Securities Corp. Series 2007-KS2 Class AI1, 0.3338% 2/25/37 (f)

145

141

Triad Auto Receivables Owner Trust Series 2006-C Class A4, 5.31% 5/13/13

439

449

TOTAL ASSET-BACKED SECURITIES

(Cost $44,645)

46,774

Collateralized Mortgage Obligations - 0.1%

 

Private Sponsor - 0.1%

Citigroup Commercial Mortgage Trust Series 2008-C7 Class A2B, 6.0914% 12/10/49 (f)

1,268

1,354

Cobalt CMBS Commercial Mortgage Trust Series 2007-C2 Class B, 5.617% 4/15/47 (f)

1,416

283

COMM pass-thru certificates floater Series 2001-J2A Class A2F, 0.7759% 7/16/34 (b)(f)

1,268

1,236

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

Private Sponsor - continued

JPMorgan Chase Commercial Mortgage Securities Trust Series 2007-CB18:

Class A1, 5.32% 6/12/47 (f)

$ 82

$ 84

Class A3, 5.447% 6/12/47 (f)

2,405

2,566

LB-UBS Commercial Mortgage Trust sequential payer Series 2006-C6 Class A4, 5.372% 9/15/39

571

616

Merrill Lynch-CFC Commercial Mortgage Trust Series 2006-3 Class ASB, 5.382% 7/12/46 (f)

5,429

5,804

Salomon Brothers Mortgage Securities VII, Inc. Series 2006-C2 Class H, 6.308% 7/18/33 (b)

179

179

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $9,281)

12,122

Commercial Mortgage Securities - 3.5%

 

Banc of America Commercial Mortgage Trust:

sequential payer:

Series 2006-2 Class AAB, 5.7202% 5/10/45 (f)

1,480

1,593

Series 2006-4 Class A1, 5.363% 7/10/46 (f)

131

132

Series 2006-5:

Class A1, 5.185% 9/10/47

500

504

Class A2, 5.317% 9/10/47

4,894

5,127

Class A3, 5.39% 9/10/47

1,768

1,907

Series 2006-6 Class A3, 5.369% 10/10/45

2,536

2,645

Series 2007-2 Class A1, 5.421% 4/10/49

164

168

Series 2007-4 Class A3, 5.811% 2/10/51 (f)

1,265

1,363

Series 2006-6 Class E, 5.619% 10/10/45 (b)

733

134

Series 2007-3:

Class A3, 5.6578% 6/10/49 (f)

2,118

2,269

Class A4, 5.6578% 6/10/49 (f)

2,643

2,660

Banc of America Commercial Mortgage, Inc.:

sequential payer:

Series 2001-1 Class A4, 5.451% 1/15/49

2,777

2,893

Series 2004-2:

Class A3, 4.05% 11/10/38

1,398

1,416

Class A4, 4.153% 11/10/38

1,608

1,662

Series 2004-4 Class A3, 4.128% 7/10/42

79

79

Series 2005-1 Class A3, 4.877% 11/10/42

2,091

2,101

Series 2006-1 Class A1, 5.219% 9/10/45 (f)

474

476

Series 2007-1 Class A2, 5.381% 1/15/49

3,810

3,932

Series 2001-3 Class H, 6.562% 4/11/37 (b)

709

702

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Banc of America Commercial Mortgage, Inc.: - continued

Series 2001-PB1:

Class J, 7.166% 5/11/35 (b)

$ 317

$ 305

Class K, 6.15% 5/11/35 (b)

590

532

Series 2005-3 Series A3B, 5.09% 7/10/43 (f)

3,939

4,210

Series 2005-6 Class A3, 5.1778% 9/10/47 (f)

2,282

2,357

Series 2007-1 Class B, 5.543% 1/15/49

763

250

Banc of America Large Loan, Inc. floater:

Series 2005-MIB1:

Class C, 0.5859% 3/15/22 (b)(f)

545

447

Class D, 0.6359% 3/15/22 (b)(f)

552

431

Class E, 0.6759% 3/15/22 (b)(f)

456

342

Series 2006-BIX1 Class F, 0.5859% 10/15/19 (b)(f)

939

755

Bayview Commercial Asset Trust:

Series 2004-1 Class IO, 1.25% 4/25/34 (b)(g)

3,135

105

Series 2007-5A Class IO, 3.047% 10/25/37 (b)(f)(g)

7,144

772

Bear Stearns Commercial Mortgage Securities Trust:

floater Series 2007-BBA8:

Class D, 0.5259% 3/15/22 (b)(f)

97

56

Class E, 0.5759% 3/15/22 (b)(f)

507

279

Class F, 0.6259% 3/15/22 (b)(f)

311

159

Class G, 0.6759% 3/15/22 (b)(f)

80

38

Class H, 0.8259% 3/15/22 (b)(f)

97

39

Class J, 0.9759% 3/15/22 (b)(f)

97

31

sequential payer:

Series 2003-PWR2 Class A3, 4.834% 5/11/39

447

455

Series 2004-PWR3 Class A3, 4.487% 2/11/41

1,268

1,289

Series 2006-T24 Class A1, 4.905% 10/12/41 (f)

846

861

Series 2007-PW16 Class A4, 5.7172% 6/11/40 (f)

16,612

17,500

Series 2007-PW17 Class A1, 5.282% 6/11/50

343

350

Series 2007-T26 Class A1, 5.145% 1/12/45 (f)

332

340

Series 2006-PW13 Class A3, 5.518% 9/11/41

4,475

4,743

Series 2006-T22 Class A4, 5.4623% 4/12/38 (f)

159

176

Series 2007-PW15 Class A1, 5.016% 2/11/44

162

166

Series 2007-PW16:

Class B, 5.7172% 6/11/40 (b)(f)

203

73

Class C, 5.7172% 6/11/40 (b)(f)

169

52

Class D, 5.7172% 6/11/40 (b)(f)

169

45

Series 2007-T28 Class A1, 5.422% 9/11/42

187

193

CDC Commercial Mortgage Trust Series 2002-FX1 Class G, 6.625% 5/15/35 (b)

1,490

1,606

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Chase Commercial Mortgage Securities Corp.:

Series 1999-2:

Class E, 7.734% 1/15/32

$ 55

$ 55

Class F, 7.734% 1/15/32

275

274

Series 2001-245 Class A2, 6.275% 2/12/16 (b)(f)

1,260

1,280

Citigroup Commercial Mortgage Trust:

floater Series 2006-FL2 Class F, 0.5819% 8/15/21 (b)(f)

453

397

sequential payer Series 2006-C5 Class A4, 5.431% 10/15/49

9,390

10,097

Series 2006-C5 Class AMP2, 5.5005% 10/15/49 (b)

2,133

1,972

Series 2007-C6:

Class A1, 5.622% 12/10/49 (f)

1,245

1,268

Class A4, 5.6985% 12/10/49 (f)

9,950

10,589

Citigroup/Deutsche Bank Commercial Mortgage Trust:

sequential payer Series 2007-CD4:

Class A1, 4.977% 12/11/49

214

216

Class A2A, 5.237% 12/11/49

6,129

6,302

Class A4, 5.322% 12/11/49

2,212

2,254

Series 2007-CD4:

Class A3, 5.293% 12/11/49

1,234

1,305

Class C, 5.476% 12/11/49

2,387

668

Cobalt CMBS Commercial Mortgage Trust:

sequential payer Series 2007-C3 Class A3, 5.8179% 5/15/46 (f)

1,268

1,356

Series 2006-C1 Class B, 5.359% 8/15/48

3,804

533

COMM pass-thru certificates:

floater:

Series 2005-F10A Class C, 0.5459% 4/15/17 (b)(f)

1,020

836

Series 2005-FL11:

Class C, 0.5759% 11/15/17 (b)(f)

1,276

1,174

Class D, 0.6159% 11/15/17 (b)(f)

67

60

Class E, 0.6659% 11/15/17 (b)(f)

235

205

sequential payer:

Series 2005-C6 Class A2, 4.999% 6/10/44 (f)

19

19

Series 2006-C8 Class A3, 5.31% 12/10/46

3,613

3,765

Series 2007-C9 Class A4, 5.8157% 12/10/49 (f)

2,805

3,036

Series 2006-C8 Class B, 5.44% 12/10/46

2,196

685

Credit Suisse Commercial Mortgage Trust:

sequential payer:

Series 2006-C4 Class A3, 5.467% 9/15/39

6,558

6,804

Series 2006-C5 Class AJ, 5.373% 12/15/39

2,568

1,624

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Credit Suisse Commercial Mortgage Trust: - continued

sequential payer:

Series 2007-C2:

Class A1, 5.269% 1/15/49

$ 25

$ 25

Class A2, 5.448% 1/15/49 (f)

9,580

9,822

Class A3, 5.542% 1/15/49 (f)

2,536

2,521

Series 2007-C3:

Class A1, 5.664% 6/15/39 (f)

5

5

Class A4, 5.7223% 6/15/39 (f)

10,213

10,138

Series 2006-C4 Class AAB, 5.439% 9/15/39

7,217

7,709

Series 2007-C5 Class A4, 5.695% 9/15/40 (f)

1,148

1,146

Credit Suisse First Boston Mortgage Capital Certificates floater Series 2007-TF2A Class B, 0.6259% 4/15/22 (b)(f)

4,524

1,810

Credit Suisse First Boston Mortgage Securities Corp.:

sequential payer:

Series 2001-CK6 Class B, 6.582% 8/15/36

1,268

1,326

Series 2004-C1:

Class A3, 4.321% 1/15/37

314

319

Class A4, 4.75% 1/15/37

590

615

Series 1998-C1 Class D, 7.17% 5/17/40

71

72

Series 1999-C1 Class E, 7.8879% 9/15/41 (f)

109

109

Series 2006-C1 Class A3, 5.5486% 2/15/39 (f)

6,695

7,247

Credit Suisse Mortgage Capital Certificates:

floater Series 2007-TFL1 Class B, 0.4259% 2/15/22 (b)(f)

480

322

sequential payer Series 2007-C1 Class A1, 5.227% 2/15/40

73

74

Series 2007-C1 Class B, 5.487% 2/15/40 (b)(f)

1,938

233

First Union National Bank-Bank of America Commercial Mortgage Trust Series 2001-C1:

Class D, 6.484% 3/15/33

452

457

Class G, 6.936% 3/15/33 (b)

834

834

GE Capital Commercial Mortgage Corp.:

sequential payer Series 2007-C1 Class A4, 5.543% 12/10/49

13,264

13,282

Series 2005-C1 Class B, 4.846% 6/10/48 (f)

362

257

Greenwich Capital Commercial Funding Corp.:

floater Series 2006-FL4 Class B, 0.49% 11/5/21 (b)(f)

477

353

sequential payer:

Series 2004-GG1 Class A4, 4.755% 6/10/36

350

352

Series 2007-GG11:

Class A1, 5.358% 12/10/49

712

739

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Greenwich Capital Commercial Funding Corp.: - continued

sequential payer:

Series 2007-GG11:

Class A2, 5.597% 12/10/49

$ 2,536

$ 2,678

Series 2007-GG9 Class A4, 5.444% 3/10/39

3,687

3,862

Series 2006-GG7:

Class A3, 5.8883% 7/10/38 (f)

3,342

3,629

Class A4, 5.8883% 7/10/38 (f)

10,980

11,954

GS Mortgage Securities Corp. II:

floater Series 2006-FL8A:

Class C, 0.5353% 6/6/20 (b)(f)

64

58

Class D, 0.5753% 6/6/20 (b)(f)

302

261

Class E, 0.6653% 6/6/20 (b)(f)

351

295

sequential payer Series 2004-GG2 Class A4, 4.964% 8/10/38

393

408

Series 2006-GG6 Class A2, 5.506% 4/10/38

6,668

6,769

GS Mortgage Securities Trust sequential payer:

Series 2006-GG8 Class A2, 5.479% 11/10/39

1,902

1,951

Series 2007-GG10:

Class A1, 5.69% 8/10/45

213

220

Class A2, 5.778% 8/10/45

604

628

Class A4, 5.8077% 8/10/45 (f)

603

623

JPMorgan Chase Commercial Mortgage Securities Trust:

floater Series 2006-FLA2:

Class A2, 0.4059% 11/15/18 (b)(f)

5,000

4,200

Class B, 0.4459% 11/15/18 (b)(f)

935

654

Class C, 0.4859% 11/15/18 (b)(f)

664

439

Class D, 0.5059% 11/15/18 (b)(f)

39

22

Class E, 0.5559% 11/15/18 (b)(f)

58

32

Class F, 0.6059% 11/15/18 (b)(f)

86

45

Class G, 0.6359% 11/15/18 (b)(f)

75

38

Class H, 0.7759% 11/15/18 (b)(f)

58

25

sequential payer:

Series 2006-CB14 Class A3B, 5.4835% 12/12/44 (f)

3,771

4,024

Series 2006-CB15 Class A3, 5.819% 6/12/43 (f)

1,909

2,030

Series 2006-LDP8 Class A4, 5.399% 5/15/45

808

867

Series 2006-LDP9:

Class A2, 5.134% 5/15/47 (f)

602

642

Class A3, 5.336% 5/15/47

529

551

Series 2007-CB19 Class A4, 5.7461% 2/12/49 (f)

17,057

17,889

Series 2007-LD11 Class A2, 5.8025% 6/15/49 (f)

3,560

3,723

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

JPMorgan Chase Commercial Mortgage Securities Trust: - continued

Series 2007-LDP10 Class A1, 5.122% 1/15/49

$ 42

$ 42

Series 2007-LDPX Class A3, 5.412% 1/15/49

3,490

3,569

Series 2004-LDP4 Class D, 5.1488% 10/15/42 (f)

1,141

528

Series 2005-CB13 Class E, 5.3519% 1/12/43 (b)(f)

642

59

Series 2006-CB17 Class A3, 5.45% 12/12/43

361

380

Series 2007-CB19:

Class B, 5.7461% 2/12/49 (f)

108

33

Class C, 5.7461% 2/12/49 (f)

283

88

Class D, 5.7461% 2/12/49 (f)

298

88

Series 2007-LDP10 Class ES, 5.541% 1/15/49 (b)(f)

656

46

JPMorgan Commercial Mortgage Finance Corp. Series 2000-C9 Class G, 6.25% 10/15/32 (b)

523

528

LB Commercial Conduit Mortgage Trust:

sequential payer Series 2007-C3 Class A4, 5.9499% 7/15/44 (f)

3,327

3,442

Series 1998-C1 Class D, 6.98% 2/18/30

473

476

LB-UBS Commercial Mortgage Trust:

sequential payer:

Series 2001-C2 Class A2, 6.653% 11/15/27

225

229

Series 2001-C3 Class A1, 6.058% 6/15/20

6

6

Series 2006-C1 Class A2, 5.084% 2/15/31

552

557

Series 2006-C3 Class A1, 5.478% 3/15/32

28

28

Series 2006-C6:

Class A1, 5.23% 9/15/39

130

130

Class A2, 5.262% 9/15/39 (f)

2,213

2,270

Series 2006-C7:

Class A1, 5.279% 11/15/38

725

738

Class A2, 5.3% 11/15/38

1,395

1,439

Class A3, 5.347% 11/15/38

945

1,002

Series 2007-C1:

Class A1, 5.391% 2/15/40 (f)

85

86

Class A3, 5.398% 2/15/40

5,000

5,301

Class A4, 5.424% 2/15/40

1,163

1,221

Series 2007-C2 Class A3, 5.43% 2/15/40

611

629

Series 2000-C5 Class E, 7.29% 12/15/32

89

89

Series 2001-C3 Class B, 6.512% 6/15/36

2,451

2,534

Series 2001-C7 Class D, 6.514% 11/15/33

1,395

1,409

Series 2004-C4 Class A2, 4.567% 6/15/29 (f)

82

83

Series 2007-C1:

Class C, 5.533% 2/15/40 (f)

2,790

618

Class D, 5.563% 2/15/40 (f)

507

90

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

LB-UBS Commercial Mortgage Trust: - continued

Series 2007-C1:

Class E, 5.582% 2/15/40 (f)

$ 254

$ 39

Series 2007-C6 Class A4, 5.858% 7/15/40 (f)

1,584

1,634

Series 2007-C7 Class A3, 5.866% 9/15/45

4,146

4,344

LB-UBS Westfield Trust Series 2001-WM, 6.754% 7/14/16 (b)

363

370

Lehman Brothers Floating Rate Commercial Mortgage Trust floater Series 2006-LLFA:

Class D, 0.5059% 9/15/21 (b)(f)

406

311

Class E, 0.5659% 9/15/21 (b)(f)

1,465

1,111

Merrill Lynch Mortgage Trust:

sequential payer Series 2007-C1 Class A1, 4.533% 6/12/50

168

170

Series 2005-CKI1 Class A3, 5.2324% 11/12/37 (f)

2,082

2,152

Series 2005-LC1 Class F, 5.3777% 1/12/44 (b)(f)

1,103

409

Series 2006-C1 Class A2, 5.6099% 5/12/39 (f)

1,788

1,886

Series 2007-C1 Class A4, 5.826% 6/12/50 (f)

4,800

5,146

Series 2008-C1 Class A4, 5.69% 2/12/51

2,707

2,870

Merrill Lynch-CFC Commercial Mortgage Trust:

floater Series 2006-4 Class A2FL, 0.4625% 12/12/49 (f)

591

574

sequential payer:

Series 2006-1 CLass A3, 5.4664% 2/12/39 (f)

1,349

1,417

Series 2006-4:

Class A2, 5.112% 12/12/49 (f)

995

1,023

Class ASB, 5.133% 12/12/49 (f)

1,090

1,169

Series 2007-5:

Class A1, 4.275% 8/12/48

32

32

Class A3, 5.364% 8/12/48

495

507

Class A4, 5.378% 8/12/48

51

50

Class B, 5.479% 2/12/17

3,804

670

Series 2007-6:

Class A1, 5.175% 3/12/51

67

68

Class A4, 5.485% 3/12/51 (f)

2,000

1,993

Series 2007-7 Class A4, 5.7485% 6/12/50 (f)

4,438

4,461

Series 2007-8 Class A1, 4.622% 8/12/49

151

154

Series 2007-6 Class B, 5.635% 3/12/51 (f)

1,268

379

Series 2007-7 Class B, 5.75% 6/12/50

110

18

Series 2007-8 Class A3, 5.9564% 8/12/49 (f)

1,094

1,176

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Morgan Stanley Capital I Trust:

floater:

Series 2006-XLF:

Class F, 0.592% 7/15/19 (b)(f)

$ 1,221

$ 1,111

Class G, 0.632% 7/15/19 (b)(f)

694

500

Series 2007-XLFA:

Class C, 0.432% 10/15/20 (b)(f)

728

309

Class MHRO, 0.962% 10/15/20 (b)(f)

174

35

Class MJPM, 1.272% 10/15/20 (b)(f)

51

38

Class MSTR, 0.972% 10/15/20 (b)(f)

95

19

Class NHRO, 1.162% 10/15/20 (b)(f)

267

37

Class NSTR, 1.122% 10/15/20 (b)(f)

87

12

sequential payer:

Series 2005-IQ9 Class A3, 4.54% 7/15/56

1,883

1,951

Series 2006-HQ10 Class A1, 5.131% 11/12/41

198

200

Series 2006-T23 Class A1, 5.682% 8/12/41

371

377

Series 2007-HQ11:

Class A1, 5.246% 2/12/44

138

140

Class A31, 5.439% 2/12/44 (f)

642

676

Series 2007-IQ13:

Class A1, 5.05% 3/15/44

144

147

Class A4, 5.364% 3/15/44

5,000

5,125

Series 2007-IQ14 Class A1, 5.38% 4/15/49

350

359

Series 2007-T25 Class A2, 5.507% 11/12/49

2,691

2,938

Series 2006-HQ8 Class A3, 5.4379% 3/12/44 (f)

1,967

2,017

Series 2006-HQ9 Class B, 5.832% 7/12/44 (f)

1,882

1,393

Series 2006-IQ11:

Class A3, 5.7325% 10/15/42 (f)

2,104

2,245

Class A4, 5.7685% 10/15/42 (f)

380

423

Series 2006-IQ12 Class B, 5.468% 12/15/43

1,268

317

Series 2006-T23 Class A3, 5.8072% 8/12/41 (f)

647

697

Series 2007-HQ11 Class B, 5.538% 2/20/44 (f)

2,299

828

Series 2007-IQ14 Class A4, 5.692% 4/15/49 (f)

1,902

1,931

Morgan Stanley Dean Witter Capital I Trust sequential payer Series 2001-PPM Class A2, 6.4% 2/15/31

13

13

Salomon Brothers Mortgage Securities VII, Inc. sequential payer Series 2000-C3 Class A2, 6.592% 12/18/33

387

387

Structured Asset Securities Corp. Series 1997-LLI Class D, 7.15% 10/12/34

142

148

TrizecHahn Office Properties Trust Series 2001-TZHA Class C4, 6.893% 5/15/16 (b)

1,078

1,099

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Wachovia Bank Commercial Mortgage Trust:

floater:

Series 2006-WL7A Class E, 0.5519% 9/15/21 (b)(f)

$ 252

$ 150

Series 2007-WHL8:

Class AP1, 0.9759% 6/15/20 (b)(f)

17

10

Class AP2, 1.0759% 6/15/20 (b)(f)

30

15

Class F, 0.7559% 6/15/20 (b)(f)

583

146

Class LXR1, 0.9759% 6/15/20 (b)(f)

156

94

Class LXR2, 1.0759% 6/15/20 (b)(f)

398

199

sequential payer:

Series 2003-C6 Class A2, 4.498% 8/15/35

74

74

Series 2003-C7 Class A1, 4.241% 10/15/35 (b)

1,961

1,977

Series 2003-C8 Class A3, 4.445% 11/15/35

5,522

5,648

Series 2006-C24 Class A2, 5.506% 3/15/45

736

743

Series 2006-C27 Class A2, 5.624% 7/15/45

1,133

1,161

Series 2006-C29 Class A3, 5.313% 11/15/48

3,368

3,586

Series 2007-C30:

Class A1, 5.031% 12/15/43

87

88

Class A3, 5.246% 12/15/43

1,089

1,099

Class A4, 5.305% 12/15/43

373

372

Class A5, 5.342% 12/15/43

1,357

1,322

Series 2007-C31:

Class A1, 5.14% 4/15/47

63

64

Class A4, 5.509% 4/15/47

7,866

7,781

Series 2007-C32:

Class A2, 5.735% 6/15/49 (f)

9,622

10,012

Class A3, 5.74% 6/15/49 (f)

7,152

7,124

Series 2003-C6 Class G, 5.125% 8/15/35 (b)(f)

602

568

Series 2004-C15:

Class 180A, 5.5782% 10/15/41 (b)(f)

975

907

Class 180B, 5.3979% 10/15/41 (b)(f)

444

400

Series 2005-C19 Class B, 4.892% 5/15/44

1,268

1,037

Series 2005-C22:

Class B, 5.3598% 12/15/44 (f)

2,812

1,932

Class F, 5.3598% 12/15/44 (b)(f)

2,115

845

Series 2006-C23 Class A5, 5.416% 1/15/45 (f)

7,395

8,039

Series 2006-C25 Class AM, 5.7384% 5/15/43 (f)

664

616

Series 2006-C29 Class E, 5.516% 11/15/48 (f)

1,268

393

Series 2007-C30 Class C, 5.483% 12/15/43 (f)

3,804

632

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Wachovia Bank Commercial Mortgage Trust: - continued

Series 2007-C31 Class C, 5.6935% 4/15/47 (f)

$ 348

$ 74

Wachovia Bank Commercial Mortgage Trust pass-thru certificates sequential payer Series 2007-C33 Class A5, 5.902% 2/15/51 (f)

839

850

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $316,520)

401,079

Municipal Securities - 0.3%

 

California Gen. Oblig.:

5.25% 4/1/14

5,000

5,304

7.55% 4/1/39

15,000

17,039

Illinois Gen. Oblig. Series 2010, 4.421% 1/1/15

7,460

7,609

Univ. of California Revs. Series 2009 R, 5.77% 5/15/43

1,000

1,085

TOTAL MUNICIPAL SECURITIES

(Cost $28,954)

31,037

Foreign Government and Government Agency Obligations - 1.1%

 

Brazilian Federative Republic:

4.875% 1/22/21

4,045

4,338

5.625% 1/7/41

13,000

14,040

Canadian Government 2.375% 9/10/14

3,000

3,142

Chilean Republic 7.125% 1/11/12

3,016

3,246

Italian Republic:

2.125% 10/5/12

2,000

2,018

3.125% 1/26/15

16,000

16,390

Ontario Province:

1.875% 11/19/12

2,000

2,046

4% 10/7/19

15,000

16,318

4.1% 6/16/14

15,000

16,502

Quebec Province 3.5% 7/29/20

20,000

20,722

United Mexican States:

5.125% 1/15/20

15,000

16,275

6.05% 1/11/40

6,000

6,825

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $113,618)

121,862

Supranational Obligations - 1.3%

 

Principal Amount (000s)

Value (000s)

African Development Bank:

1.75% 10/1/12

$ 1,000

$ 1,022

euro 3% 5/27/14

5,000

5,328

Asian Development Bank 2.75% 5/21/14

30,000

31,699

Corporacion Andina de Fomento:

5.2% 5/21/13

240

258

6.875% 3/15/12

390

419

8.125% 6/4/19

2,000

2,540

European Bank for Reconstruction and Development 1.25% 6/10/11

1,500

1,510

European Investment Bank:

1.75% 9/14/12

4,000

4,089

2.875% 1/15/15

5,000

5,295

3.125% 6/4/14

72,000

76,859

Inter-American Development Bank:

euro 1.75% 10/22/12

5,000

5,108

3.875% 9/17/19

5,000

5,552

International Bank for Reconstruction & Development 1.75% 7/15/13

4,000

4,110

TOTAL SUPRANATIONAL OBLIGATIONS

(Cost $134,669)

143,789

Certificates of Deposit - 3.5%

 

Credit Agricole CIB yankee 0.6% 11/1/10

100,000

100,052

Intesa Sanpaolo SpA New York Branch yankee 0.61% 10/19/10

100,000

100,041

Natexis Banques Populaires New York Branch yankee 0.6% 10/21/10

100,000

100,042

UniCredito Italiano SpA New York Branch yankee 0.75% 10/19/10

100,000

100,061

TOTAL CERTIFICATES OF DEPOSIT

(Cost $400,000)

400,196

Preferred Securities - 0.0%

Principal Amount (000s)

Value (000s)

FINANCIALS - 0.0%

Diversified Financial Services - 0.0%

ING Groep NV 5.775% (f)

$ 1,042

$ 871

MUFG Capital Finance 1 Ltd. 6.346% (f)

1,725

1,731

TOTAL PREFERRED SECURITIES

(Cost $1,548)

2,602

Cash Equivalents - 7.4%

Maturity Amount (000s)

 

Investments in repurchase agreements in a joint trading account at 0.25%, dated 8/31/10 due 9/1/10 (Collateralized by U.S. Government Obligations) #
(Cost $851,960)

$ 851,966

851,960

TOTAL INVESTMENT PORTFOLIO - 109.8%

(Cost $11,851,378)

12,575,425

NET OTHER ASSETS (LIABILITIES) - (9.8)%

(1,123,593)

NET ASSETS - 100%

$ 11,451,832

Legend

(a) Security initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $46,360,000 or 0.4% of net assets.

(c) Under the Temporary Liquidity Guarantee Program, the Federal Deposit Insurance Corporation guarantees principal and interest in the event of payment default or bankruptcy until the earlier of maturity date of the debt or until June 30, 2012. At the end of the period these securities amounted to $170,938,000 or 1.5% of net assets.

(d) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(e) A portion of the security is subject to a forward commitment to sell.

(f) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(g) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool held as of the end of the period.

# Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty

Value
(Amounts in thousands)

$851,960,000 due 9/01/10 at 0.25%

Banc of America Securities LLC

$ 66,329

Bank of America NA

99,560

Barclays Capital, Inc.

199,119

Goldman, Sachs & Co.

33,187

Merrill Lynch Government Securities, Inc.

59,736

Mizuho Securities USA, Inc.

265,491

Morgan Stanley & Co., Inc.

128,538

 

$ 851,960

Other Information

The following is a summary of the inputs used, as of August 31, 2010, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Corporate Bonds

$ 2,007,658

$ -

$ 2,007,658

$ -

U.S. Government and Government Agency Obligations

4,671,989

-

4,671,989

-

U.S. Government Agency - Mortgage Securities

3,884,357

-

3,884,357

-

Asset-Backed Securities

46,774

-

45,628

1,146

Collateralized Mortgage Obligations

12,122

-

12,122

-

Commercial Mortgage Securities

401,079

-

389,663

11,416

Municipal Securities

31,037

-

31,037

-

Foreign Government and Government Agency Obligations

121,862

-

121,862

-

Supranational Obligations

143,789

-

143,789

-

Certificates of Deposit

400,196

-

400,196

-

Preferred Securities

2,602

-

2,602

-

Cash Equivalents

851,960

-

851,960

-

Total Investments in Securities:

$ 12,575,425

$ -

$ 12,562,863

$ 12,562

Other Financial Instruments:

Forward Commitments

$ (145)

$ -

$ (145)

$ -

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

(Amounts in thousands)

 

Investments in Securities:

Beginning Balance

$ 9,597

Total Realized Gain (Loss)

816

Total Unrealized Gain (Loss)

2,339

Cost of Purchases

-

Proceeds of Sales

(2,133)

Amortization/Accretion

535

Transfers in to Level 3

7,561

Transfers out of Level 3

(6,153)

Ending Balance

$ 12,562

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at August 31, 2010

$ 2,428

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

August 31, 2010

 

 

 

Assets

Investment in securities, at value (including repurchase agreements of $851,960) - See accompanying schedule:

Unaffiliated issuers (cost $11,851,378)

 

$ 12,575,425

Commitment to sell securities on a delayed delivery basis

$ (106,323)

Receivable for securities sold on a delayed delivery basis

106,178

(145)

Receivable for investments sold, regular delivery

102,989

Receivable for fund shares sold

34,643

Interest receivable

70,182

Receivable from investment adviser for expense reductions

236

Other receivables

33

Total assets

12,783,363

 

 

 

Liabilities

Payable to custodian bank

$ 7

Payable for investments purchased
Regular delivery

358,815

Delayed delivery

946,503

Payable for fund shares redeemed

22,324

Distributions payable

599

Accrued management fee

2,054

Other affiliated payables

1,196

Other payables and accrued expenses

33

Total liabilities

1,331,531

 

 

 

Net Assets

$ 11,451,832

Net Assets consist of:

 

Paid in capital

$ 10,779,310

Undistributed net investment income

5,805

Accumulated undistributed net realized gain (loss) on investments

(57,185)

Net unrealized appreciation (depreciation) on investments

723,902

Net Assets

$ 11,451,832

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

August 31, 2010

 

 

 

U.S. Bond Index:
Net Asset Value
, offering price and redemption price per share ($11,354,798 ÷ 973,263 shares)

$ 11.67

 

 

 

Class F:

Net Asset Value, offering price and redemption price per
share ($97,034 ÷ 8,318 shares)

$ 11.67

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 Amounts in thousands

Year ended August 31, 2010

 

  

  

Investment Income

  

  

Dividends

 

$ 174

Interest

 

386,695

Total income

 

386,869

 

 

 

Expenses

Management fee

$ 23,361

Transfer agent fees

14,319

Independent trustees' compensation

37

Miscellaneous

42

Total expenses before reductions

37,759

Expense reductions

(3,723)

34,036

Net investment income

352,833

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

152,062

Change in net unrealized appreciation (depreciation) on:

Investment securities

416,182

Delayed delivery commitments

854

 

Total change in net unrealized appreciation (depreciation)

 

417,036

Net gain (loss)

569,098

Net increase (decrease) in net assets resulting from operations

$ 921,931

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
August 31,
2010

Year ended
August 31,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 352,833

$ 387,142

Net realized gain (loss)

152,062

(180,518)

Change in net unrealized appreciation (depreciation)

417,036

462,972

Net increase (decrease) in net assets resulting
from operations

921,931

669,596

Distributions to shareholders from net investment income

(346,700)

(389,496)

Share transactions - net increase (decrease)

595,550

1,046,924

Total increase (decrease) in net assets

1,170,781

1,327,024

 

 

 

Net Assets

Beginning of period

10,281,051

8,954,027

End of period (including undistributed net investment income of $5,805 and undistributed net investment income of $6,101, respectively)

$ 11,451,832

$ 10,281,051

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - U.S. Bond Index

Years ended August 31,

2010

2009

2008

2007

2006 I

2006 G

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 11.05

$ 10.73

$ 10.76

$ 10.82

$ 10.87

$ 11.08

Income from Investment Operations

 

 

 

 

 

 

Net investment income C

  .373

  .445

  .503

  .537

  .266

  .473

Net realized and unrealized gain (loss)

  .613

  .325

  (.012)

  (.078)

  (.067)

  (.183)

Total from investment operations

  .986

  .770

  .491

  .459

  .199

  .290

Distributions from net investment income

  (.366)

  (.450)

  (.521)

  (.519)

  (.249)

  (.460)

Distributions from net realized gain

  -

  -

  -

  -

  -

  (.040)

Total distributions

  (.366)

  (.450)

  (.521)

  (.519)

  (.249)

  (.500)

Net asset value, end of period

$ 11.67

$ 11.05

$ 10.73

$ 10.76

$ 10.82

$ 10.87

Total Return B

  9.10%

  7.39%

  4.61%

  4.31%

  1.89%

  2.67%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  .36%

  .45%

  .48%

  .49%

  .50% A

  .51%

Expenses net of fee waivers, if any

  .32%

  .32%

  .32%

  .32%

  .32% A

  .32%

Expenses net of all reductions

  .32%

  .32%

  .32%

  .31%

  .31% A

  .31%

Net investment income

  3.32%

  4.16%

  4.64%

  4.96%

  4.94% A

  4.31%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 11,355

$ 10,281

$ 8,954

$ 7,687

$ 6,129

$ 5,784

Portfolio turnover rate E

  165%

  231% H

  151%

  174% H

  82% A

  108%

A Annualized

B Total returns would have been lower had certain expenses not been reduced during the periods shown.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G For the period ended February 28.

H The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

I For the six month period ended August 31. The Fund changed its fiscal year end from February 28 to August 31, effective August 31, 2006.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class F

Year ended August 31,

2010 E

Selected Per-Share Data

 

Net asset value, beginning of period

$ 11.12

Income from Investment Operations

 

Net investment income D

  .359

Net realized and unrealized gain (loss)

  .542

Total from investment operations

  .901

Distributions from net investment income

  (.351)

Net asset value, end of period

$ 11.67

Total Return B, C

  8.26%

Ratios to Average Net Assets F

 

Expenses before reductions

  .22% A

Expenses net of fee waivers, if any

  .22% A

Expenses net of all reductions

  .22% A

Net investment income

  3.42% A

Supplemental Data

 

Net assets, end of period (in millions)

$ 97

Portfolio turnover rate

  165%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Calculated based on average shares outstanding during the period.

E For the period September 24, 2009 (commencement of sale of shares) to August 31, 2010.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Notes to Financial Statements

For the period ended August 31, 2010

(Amounts in thousands except ratios)

1. Organization.

Fidelity U.S. Bond Index Fund (the Fund) is a fund of Fidelity Fixed-Income 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.

In May 2009, the Board of Trustees of the Fund approved the creation of an additional class of shares. The Fund commenced sale of Class F shares and the existing class was designated U.S. Bond Index on September 24, 2009. The Fund offers U.S. Bond Index and Class F shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class F shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as investment manager. Each class differs with respect to transfer agent fees incurred. Certain expense reductions also differ by class.

2. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below.

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the fund's own assumptions based on the best information available)

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

2. Significant Accounting Policies - continued

Security Valuation - continued

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of August 31, 2010, for the Fund's investments, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, foreign government and government agency obligations, municipal securities, preferred securities, supranational obligations, U.S. government and government agency obligations and certificates of deposit, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. For asset backed securities, collateralized mortgage obligations, commercial mortgage securities and U.S. government agency mortgage securities, pricing services utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and, accordingly, such securities are generally categorized as Level 2 in the hierarchy. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates fair value and are categorized as Level 2 in the hierarchy.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Annual Report

2. Significant Accounting Policies - continued

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst each fund in the Trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of August 31, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to swap agreements, prior period premium and discount on debt securities, market discount, partnerships (including allocations from Fidelity Central Funds), deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 734,725

Gross unrealized depreciation

(4,115)

Net unrealized appreciation (depreciation)

$ 730,610

 

 

Tax Cost

$ 11,844,815

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed long-term capital gain

$ 54,883

Net unrealized appreciation (depreciation)

$ 732,592

The tax character of distributions paid was as follows:

 

August 31, 2010

August 31, 2009

Ordinary Income

$ 346,700

$ 389,496

3. Operating Policies.

Repurchase Agreements. Fidelity Management & Research Company (FMR) has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the Fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The Fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Delayed Delivery Transactions and When-Issued Securities. The Fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or

Annual Report

3. Operating Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $554,497 and $509,525, respectively.

5. 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 that is based on an annual rate of .22% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of each class, except for Class F. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each applicable class were as follows:

 

Amount

% of
Average
Net Assets

U.S. Bond Index

$ 14,319

.14

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $42 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in cash equivalents. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of interest income. Net income from lending portfolio securities during the period amounted to $153.

8. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

U.S. Bond Index

.32%

$ 3,722

In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1.

Annual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended August 31,

2010 A

2009

From net investment income

 

 

U.S. Bond Index

$ 345,387

$ 389,496

Class F

1,313

-

Total

$ 346,700

$ 389,496

A Distributions for Class F are for the period September 24, 2009 (commencement of sale of shares) to August 31, 2010.

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended August 31,

2010 A

2009

2010 A

2009

U.S. Bond Index

 

 

 

 

Shares sold

374,729

426,403

$ 4,216,268

$ 4,571,198

Reinvestment of distributions

29,929

35,527

337,209

380,390

Shares redeemed

(361,514)

(366,037)

(4,051,189)

(3,904,664)

Net increase (decrease)

43,144

95,893

$ 502,288

$ 1,046,924

Class F

 

 

 

 

Shares sold

9,818

-

$ 110,320

$ -

Reinvestment of distributions

115

-

1,313

-

Shares redeemed

(1,615)

-

(18,371)

-

Net increase (decrease)

8,318

-

$ 93,262

$ -

A Share transactions for Class F are for the period September 24, 2009 (commencement of sale of shares) to August 31, 2010.

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Fixed-Income Trust and the Shareholders of Fidelity U.S. Bond Index 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 U.S. Bond Index Fund (a fund of Fidelity Fixed-Income Trust) at August 31, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity U.S. Bond Index Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts
October 19, 2010

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, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 189 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. 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.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Kenneth L. Wolfe serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may invest in Fidelity funds that are overseen by such other Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations and Audit Committees. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

Trustees and Officers - continued

The funds' Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

Abigail P. Johnson (48)

 

Year of Election or Appointment: 2009

Ms. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

James C. Curvey (75)

 

Year of Election or Appointment: 2007

Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

* 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.

Annual Report

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Albert R. Gamper, Jr. (68)

 

Year of Election or Appointment: 2006

Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). He also served as President and Chief Executive Officer of Tyco Capital Corporation (2001-2002). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System. Previously, Mr. Gamper served as Chairman of the Board of Governors, Rutgers University (2004-2007).

Robert F. Gartland (58)

 

Year of Election or Appointment: 2010

Mr. Gartland is a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-present) and is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).

Arthur E. Johnson (63)

 

Year of Election or Appointment: 2008

Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present) and AGL Resources, Inc. (holding company). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson and Ms. Abigail P. Johnson are not related.

Michael E. Kenneally (56)

 

Year of Election or Appointment: 2009

Previously, Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity Fixed Income and Asset Allocation Funds (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003- 2005). Mr. Kenneally was a Director of the Credit Suisse Funds (U.S. mutual funds, 2004-2008) and certain other closed-end funds (2004-2005) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (69)

 

Year of Election or Appointment: 2007

Mr. Keyes serves as a member of the Boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, since 1998). Prior to his retirement, Mr. Keyes served as Chairman and Chief Executive Officer of Johnson Controls (automotive, building, and energy, 1998-2002) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (63)

 

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. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is an Honorary Trustee of the Brookings Institution and a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California and the Foundation Board of the School of Architecture at the University of Virginia (2007-present). Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).

Kenneth L. Wolfe (71)

 

Year of Election or Appointment: 2005

Mr. Wolfe is Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2008-present). Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Executive Officers:

Correspondence intended for each executive officer may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

John R. Hebble (52)

 

Year of Election or Appointment: 2008 

President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present), Assistant Treasurer of other Fidelity funds (2009- present) and is an employee of Fidelity Investments.

Boyce I. Greer (54)

 

Year of Election or Appointment: 2005

Vice President of Fidelity's Fixed Income Funds and Asset Allocation Funds (2005). Mr. Greer is also a Trustee of other investment companies advised by FMR. Mr. Greer is President of The North Carolina Capital Management Trust: Cash and Term Portfolio (2003-present), the Asset Allocation Division (2008-present), President and a Director of Strategic Advisers, Inc. (2008-present), President of FIMM 130/30 LLC (2008-present), Director of Ballyrock Investment Advisors LLC (2006-present), and an Executive Vice President of FMR (2005-present). Previously, Mr. Greer served as Executive Vice President of FMR Co., Inc. (2005-2009), President and Director of Fidelity Investments Money Management, Inc. (2007-2009) and as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005).

Christopher P. Sullivan (56)

 

Year of Election or Appointment: 2009

Vice President of Fidelity's Bond Funds. Mr. Sullivan also serves as President of Fidelity's Bond Division (2009-present). Mr. Sullivan is Executive Vice President of Fidelity Investments Money Management, Inc. (2009- present), and a Director of Fidelity Management & Research (U.K.) Inc. (2010-present). Previously, Mr. Sullivan served as Managing Director, Co-Head of U.S. Fixed Income at Goldman Sachs Asset Management (2001-2009).

Christine J. Thompson (52)

 

Year of Election or Appointment: 2010

Vice President of Fidelity's Bond Funds. Ms. Thompson also serves as Chief Investment Officer of FMR's Bond Group (2010-present) and is an employee of Fidelity Investments. Previously, Ms. Thompson served as Director of Municipal Bond Portfolio Managers (2002-2010).

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008- present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

David J. Carter (37)

 

Year of Election or Appointment: 2010

Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Carter also serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2005-present).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (51)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Michael H. Whitaker (43)

 

Year of Election or Appointment: 2008

Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker also serves as Chief Compliance Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present). Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Jeffrey S. Christian (48)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Stephanie J. Dorsey (41)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Deberghes also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2009

Assistant Treasurer of the Fidelity Fixed Income and Asset Allocation Funds. Mr. Robins also serves as President and Treasurer of other Fidelity funds (2008-present; 2010-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity U.S. Bond Index Fund voted to pay on October 18, 2010 to shareholders of record at the opening of business on October 15, 2010 a distribution of $0.058 per share derived from capital gains realized from sales of portfolio securities.

A total of 20.83% 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 designates $210,840,612 of distributions paid during the period January 1, 2010 to August 31, 2010 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended August 31, 2010 $54,883,077, or, if subsequently determined to be different, the net capital gain of such year.

The fund will notify shareholders in January 2011 of amounts for use in preparing 2010 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

fid264For mutual fund and brokerage trading.

fid266For quotes.*

fid268For account balances and holdings.

fid270To review orders and mutual
fund activity.

fid272To change your PIN.

fid274fid276To speak to a Fidelity representative.

By PC

Fidelity's web site on the Internet provides a wide range of information, including daily financial news, fund performance, interactive planning tools and news about Fidelity products and services.

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains, and the effects of any sales charges.

Annual Report

To Visit Fidelity

For directions and hours, 
please call 1-800-544-9797.

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

17550 North 75th Avenue
Glendale, AZ

5330 E. Broadway Blvd
Tucson, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

601 Larkspur Landing Circle
Larkspur, CA

2000 Avenue of the Stars
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16656 Bernardo Ctr. Drive
Rancho Bernardo, CA

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

398 West El Camino Real
Sunnyvale, CA

111 South Westlake Blvd
Thousand Oaks, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6326 Canoga Avenue
Woodland Hills, CA

2211 Michelson Drive
Irvine, CA

Colorado

281 East Flatiron Circle
Broomfield, CO

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

1261 Post Road
Fairfield, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

175 East Altamonte Drive
Altamonte Springs, FL

1400 Glades Road
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

8880 Tamiami Trail, North
Naples, FL

230 Royal Palm Way
Palm Beach, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3242 Peachtree Road
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

401 North Michigan Avenue
Chicago, IL

One Skokie Valley Road
Highland Park, IL

1415 West 22nd Street
Oak Brook, IL

15105 S LaGrange Road
Orland Park, IL

1572 East Golf Road
Schaumburg, IL

1823 Freedom Drive
Naperville, IL

Indiana

8480 Keystone Crossing
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

610 York Road
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

200 Endicott Street
Danvers, MA

Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

Annual Report

405 Cochituate Road
Framingham, MA

551 Boston Turnpike
Shrewsbury, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 N. Old Woodward Ave.
Birmingham, MI

30200 Northwestern Hwy.
Farmington Hills, MI

43420 Grand River Avenue
Novi, MI

3480 28th Street
Grand Rapids, MI

2425 S. Linden Road STE E
Flint, MI

Minnesota

7740 France Avenue South
Edina, MN

8342 3rd Street North
Oakdale, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

501 Route 73 South
Marlton, NJ

150 Essex Street
Millburn, NJ

35 Morris Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New Mexico

2261 Q Street NE
Albuquerque, NM

New York

1130 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

3349 Monroe Avenue
Rochester, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

1800 Crocker Road
Westlake, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

10 Memorial Boulevard
Providence, RI

Tennessee

3018 Peoples Street
Johnson City, TN

7628 West Farmington Blvd.
Germantown, TN

2035 Mallory Lane
Franklin, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

1701 Lake Robbins Drive
The Woodlands, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

1576 East Southlake Blvd.
Southlake, TX

15600 Southwest Freeway
Sugar Land, TX

139 N. Loop 1604 East
San Antonio, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

11957 Democracy Drive
Reston, VA

Washington

10500 NE 8th Street
Bellevue, WA

1518 6th Avenue
Seattle, WA

304 Strander Blvd
Tukwila, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

16020 West Bluemound Road
Brookfield, WI

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

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Money Management, Inc.

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(U.K.) Inc.

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(Hong Kong) Limited

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(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

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Boston, MA 

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Boston, MA 

Custodian

The Bank of New York Mellon

New York, NY

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fid135
Automated line for quickest service

UBI-UANN-1010
1.790916.107

fid138

Fidelity®
U.S. Bond Index
Fund

Class F

Annual Report

August 31, 2010

(2_fidelity_logos) (Registered_Trademark)

Contents

Performance

<Click Here>

How the fund has done over time.

Management's Discussion of Fund Performance

<Click Here>

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

A summary of major shifts in the fund's investments over the past six months.

Investments

<Click Here>

A complete list of the fund's investments with their market values.

Financial Statements

<Click Here>

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended August 31, 2010

Past 1
year

Past 5
years

Past 10
years

Class F A

9.19%

5.45%

6.24%

A The initial offering of Class F shares took place on September 24, 2009. Returns prior to September 24, 2009 are those of Fidelity U.S. Bond Index Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity ® U.S. Bond Index Fund - Class F on August 31, 2000. The chart shows how the value of your investment would have changed, and also shows how the Barclays Capital U.S. Aggregate Bond Index performed over the same period. The initial offering of Class F took place on September 24, 2009. See above for additional information regarding the performance of Class F.

fid682

Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. taxable bonds generated strong results during the 12-month period ending August 31, 2010, as evidenced by the 9.18% advance of the Barclays Capital U.S. Aggregate Bond Index, a broad measure of the domestic investment-grade debt universe. Riskier segments of the market fared best overall, led by corporate bonds and asset-backed securities (ABS). These sectors were big beneficiaries of robust demand from investors seeking attractively priced, higher-yielding investments amid signs of economic stabilization during much of the period. The Barclays Capital U.S. Credit Bond Index rose 12.87% and the Barclays Capital U.S. Fixed-Rate ABS Index returned 10.53%. The Barclays Capital U.S. Treasury Bond Index advanced 8.13%, with most of the gain coming in the second half of the period. That's when investors began to return to the relative safety of U.S. government bonds, as the economic outlook became less certain and worries about inflation receded. Elsewhere, mortgage-backed securities (MBS), bolstered largely by government purchase programs, increased 6.97%, as measured by the Barclays Capital U.S. MBS Index. Government-backed agency securities lagged the broader MBS market, with the Barclays Capital U.S. Agency Bond Index gaining 5.82%. Agency securities initially were constrained by investors' diminished appetite for bonds with lower perceived credit risk, but later were helped by the Federal Reserve's purchases of agency debt.

Comments from Curtis Hollingsworth, Lead Portfolio Manager of Fidelity® U.S. Bond Index Fund: For the year, the fund's Class F shares gained 9.19%, about in line with the Barclays Capital U.S. Aggregate Bond Index. In keeping with the fund's investment objectives, our goal is to produce monthly returns, before expenses, that match as closely as possible the monthly total returns of the Barclays Capital U.S. Aggregate Bond Index. In other words, our goal is to minimize the tracking error - meaning performance variance - of the fund relative to its index. Investing in all of the 8,000 individual securities that make up the index would not be feasible, since many are not available for purchases on a typical day and trying to invest in all of them would diminish liquidity and increase transaction costs. We use a method known as "stratified sampling," whereby we invest in representative securities in order to construct a portfolio that approximately mirrors the structure of the index in terms of its sector weightings, maturity distribution and credit quality. In addition, we manage the portfolio so that it matches the index in terms of the overall sensitivity to changes in interest rates and yield curve. For the 12 months ending August 31, 2010, the annualized tracking error was 27 basis points.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2010 to August 31, 2010).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

 



Annualized
Expense Ratio


Beginning
Account Value
March 1, 2010


Ending
Account Value
August 31, 2010

Expenses Paid
During Period
*
March 1, 2010 to
August 31, 2010

U.S. Bond Index

.32%

 

 

 

Actual

 

$ 1,000.00

$ 1,058.70

$ 1.66

Hypothetical A

 

$ 1,000.00

$ 1,023.59

$ 1.63

Class F

.22%

 

 

 

Actual

 

$ 1,000.00

$ 1,059.30

$ 1.14

Hypothetical A

 

$ 1,000.00

$ 1,024.10

$ 1.12

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Quality Diversification (% of fund's net assets)

As of August 31, 2010

As of February 28, 2010

fid110

U.S. Government and U.S. Government Agency Obligations 73.6%

 

fid110

U.S. Government and U.S. Government Agency Obligations 70.8%

 

fid629

AAA 5.2%

 

fid629

AAA 5.3%

 

fid114

AA 3.5%

 

fid114

AA 2.9%

 

fid336

A 7.9%

 

fid336

A 7.9%

 

fid314

BBB 7.4%

 

fid314

BBB 7.9%

 

fid341

BB and Below 0.2%

 

fid341

BB and Below 0.2%

 

fid483

Not Rated 0.0%

 

fid483

Not Rated 0.0%

 

fid129

Short-Term
Investments and
Net Other Assets 2.2%

 

fid129

Short-Term
Investments and
Net Other Assets 5.0%

 

fid700

We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the report date and do not reflect subsequent downgrades. Securities rated BB or below were rated investment grade at the time of acquisition.

Weighted Average Maturity as of August 31, 2010

 

 

6 months ago

Years

5.5

5.7

Weighted Average Maturity (WAM) is a weighted average of all the maturities of the securities held in a fund. The weighted average maturity is based on the dollar-weighted average length of time until principal payments are expected or until securities reach maturity, taking into account any maturity shortening feature such as a call, refunding or redemption provision if it is probable that the issuer of the instrument will take advantage of such features.

Duration as of August 31, 2010

 

 

6 months ago

Years

4.1

4.2

Duration shows how much a bond fund's price fluctuates with changes in comparable interest rates. If rates rise 1%, for example, a fund with a five-year duration is likely to lose about 5% of its value. Other factors also can influence a bond fund's performance and share price. Accordingly, a bond fund's actual performance may differ from this example.

Asset Allocation (% of fund's net assets)

As of August 31, 2010*

As of February 28, 2010**

fid110

Corporate Bonds 17.5%

 

fid110

Corporate Bonds 18.0%

 

fid629

U.S. Government and U.S. Government Agency Obligations 73.6%

 

fid629

U.S. Government and U.S. Government Agency Obligations 70.8%

 

fid114

Asset-Backed
Securities 0.4%

 

fid114

Asset-Backed
Securities 0.5%

 

fid336

CMOs and Other Mortgage Related Securities 3.6%

 

fid336

CMOs and Other Mortgage Related Securities 3.6%

 

fid314

Municipal Bonds 0.3%

 

fid314

Municipal Bonds 0.2%

 

fid481

Other Investments 2.4%

 

fid481

Other Investments 1.9%

 

fid129

Short-Term
Investments and
Net Other Assets 2.2%

 

fid129

Short-Term
Investments and
Net Other Assets 5.0%

 

* Foreign investments

5.6%

 

** Foreign investments

5.2%

 

Includes FDIC Guaranteed Corporate Securities and Federal Financing Bank Supported Student Loan Short-Term Notes.

fid716

Annual Report

Investments August 31, 2010

Showing Percentage of Net Assets

Nonconvertible Bonds - 17.5%

 

Principal Amount (000s)

Value (000s)

CONSUMER DISCRETIONARY - 1.3%

Auto Components - 0.1%

DaimlerChrysler NA Holding Corp.:

5.75% 9/8/11

$ 5,542

$ 5,800

5.875% 3/15/11

2,058

2,113

 

7,913

Hotels, Restaurants & Leisure - 0.1%

McDonald's Corp.:

5.35% 3/1/18

2,317

2,732

6.3% 3/1/38

7,045

9,141

Yum! Brands, Inc.:

4.25% 9/15/15

2,000

2,168

5.3% 9/15/19

2,000

2,252

 

16,293

Household Durables - 0.1%

Fortune Brands, Inc. 5.875% 1/15/36

10,000

10,138

Media - 0.9%

AOL Time Warner, Inc. 7.625% 4/15/31

3,250

4,055

Comcast Cable Communications, Inc. 6.75% 1/30/11

506

518

Comcast Corp.:

4.95% 6/15/16

1,862

2,058

5.5% 3/15/11

378

387

5.7% 5/15/18

2,940

3,349

5.7% 7/1/19

8,500

9,664

6.4% 3/1/40

1,000

1,143

6.55% 7/1/39

3,000

3,479

COX Communications, Inc. 4.625% 6/1/13

4,425

4,757

News America Holdings, Inc. 7.75% 12/1/45

3,160

4,120

News America, Inc.:

5.3% 12/15/14

868

979

5.65% 8/15/20

1,000

1,142

6.15% 3/1/37

3,955

4,347

6.9% 3/1/19

2,110

2,573

6.9% 8/15/39

2,000

2,403

Thomson Reuters Corp. 4.7% 10/15/19

4,000

4,430

Time Warner Cable, Inc.:

5.4% 7/2/12

2,421

2,598

5.85% 5/1/17

5,801

6,618

6.2% 7/1/13

2,302

2,593

6.75% 7/1/18

1,162

1,387

7.3% 7/1/38

4,000

4,949

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

CONSUMER DISCRETIONARY - continued

Media - continued

Time Warner Cable, Inc.: - continued

8.75% 2/14/19

$ 2,368

$ 3,107

Time Warner, Inc.:

3.15% 7/15/15

5,000

5,140

5.875% 11/15/16

2,131

2,474

6.5% 11/15/36

5,724

6,474

Viacom, Inc.:

4.375% 9/15/14

2,000

2,164

5.625% 9/15/19

1,000

1,153

6.125% 10/5/17

5,420

6,357

6.75% 10/5/37

1,865

2,217

Walt Disney Co. 5.5% 3/15/19

2,000

2,401

 

99,036

Multiline Retail - 0.0%

Nordstrom, Inc. 4.75% 5/1/20

2,000

2,134

Target Corp. 3.875% 7/15/20

3,000

3,147

 

5,281

Specialty Retail - 0.1%

Lowe's Companies, Inc.:

4.625% 4/15/20

2,000

2,244

5.8% 4/15/40

2,000

2,332

Staples, Inc. 9.75% 1/15/14

10,000

12,416

 

16,992

TOTAL CONSUMER DISCRETIONARY

155,653

CONSUMER STAPLES - 1.3%

Beverages - 0.1%

Anheuser-Busch Companies, Inc. 6.45% 9/1/37

2,073

2,474

Diageo Capital PLC:

5.2% 1/30/13

1,028

1,122

5.75% 10/23/17

5,185

6,088

PepsiCo, Inc. 7.9% 11/1/18

6,000

8,030

 

17,714

Food & Staples Retailing - 0.4%

CVS Caremark Corp.:

6.125% 9/15/39

1,000

1,126

6.302% 6/1/37 (f)

5,809

5,330

Kroger Co. 3.9% 10/1/15

9,000

9,734

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

CONSUMER STAPLES - continued

Food & Staples Retailing - continued

Safeway, Inc. 5% 8/15/19

$ 1,000

$ 1,104

Wal-Mart Stores, Inc.:

3.2% 5/15/14

10,000

10,669

5.625% 4/1/40

2,000

2,326

6.5% 8/15/37

8,275

10,689

 

40,978

Food Products - 0.4%

ConAgra Foods, Inc. 5.875% 4/15/14

4,000

4,589

General Mills, Inc. 5.65% 2/15/19

13,501

15,933

Kellogg Co. 4.45% 5/30/16

2,000

2,241

Kraft Foods, Inc.:

5.625% 11/1/11

3,626

3,820

6% 2/11/13

7,895

8,761

6.125% 2/1/18

5,497

6,433

6.75% 2/19/14

535

621

6.875% 2/1/38

3,250

4,018

 

46,416

Household Products - 0.0%

Procter & Gamble Co. 3.15% 9/1/15

4,500

4,838

Tobacco - 0.4%

Altria Group, Inc. 9.7% 11/10/18

6,065

8,027

Philip Morris International, Inc.:

4.5% 3/26/20

2,000

2,183

4.875% 5/16/13

8,937

9,772

5.65% 5/16/18

6,789

7,908

6.375% 5/16/38

1,450

1,824

Reynolds American, Inc.:

6.75% 6/15/17

2,899

3,252

7.25% 6/15/37

7,220

7,691

 

40,657

TOTAL CONSUMER STAPLES

150,603

ENERGY - 1.7%

Energy Equipment & Services - 0.2%

Baker Hughes, Inc. 5.125% 9/15/40

2,000

2,096

Halliburton Co.:

6.15% 9/15/19

2,000

2,370

7.45% 9/15/39

1,500

2,025

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

ENERGY - continued

Energy Equipment & Services - continued

Rowan Companies, Inc. 7.875% 8/1/19

$ 500

$ 582

Weatherford International Ltd.:

4.95% 10/15/13

1,726

1,867

5.15% 3/15/13

2,255

2,414

7% 3/15/38

5,580

6,222

 

17,576

Oil, Gas & Consumable Fuels - 1.5%

Anadarko Petroleum Co. 6.2% 3/15/40

2,000

1,716

Anadarko Petroleum Corp.:

5.75% 6/15/14

5,000

5,076

6.45% 9/15/36

2,675

2,325

Apache Corp. 5.1% 9/1/40

3,000

3,103

Boardwalk Pipelines LP 5.75% 9/15/19

1,000

1,104

Canadian Natural Resources Ltd.:

5.15% 2/1/13

4,456

4,822

5.7% 5/15/17

1,148

1,325

Cenovus Energy, Inc. 6.75% 11/15/39

2,000

2,458

ConocoPhillips:

4.6% 1/15/15

3,000

3,366

5.75% 2/1/19

2,902

3,467

6.5% 2/1/39

7,529

9,628

Devon Energy Corp. 5.625% 1/15/14

2,321

2,606

Duke Energy Field Services 6.875% 2/1/11

2,291

2,345

El Paso Natural Gas Co. 5.95% 4/15/17

926

1,023

Enbridge Energy Partners LP:

5.875% 12/15/16

1,000

1,140

6.5% 4/15/18

1,000

1,180

EnCana Holdings Finance Corp. 5.8% 5/1/14

2,861

3,244

Enterprise Products Operating LP:

4.6% 8/1/12

5,000

5,235

5.6% 10/15/14

1,937

2,164

5.65% 4/1/13

690

752

6.65% 4/15/18

2,000

2,354

7.55% 4/15/38

2,000

2,505

EOG Resources, Inc. 5.625% 6/1/19

1,000

1,177

Kinder Morgan Energy Partners LP:

5% 12/15/13

5,000

5,401

6.55% 9/15/40

3,000

3,355

Magellan Midstream Partners LP 6.55% 7/15/19

4,592

5,470

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Nexen, Inc.:

5.05% 11/20/13

$ 3,809

$ 4,131

5.2% 3/10/15

900

988

5.875% 3/10/35

3,710

3,873

Petro-Canada:

6.05% 5/15/18

3,650

4,256

6.8% 5/15/38

8,445

10,168

Petrobras International Finance Co. Ltd. 7.875% 3/15/19

12,228

14,949

Plains All American Pipeline LP/PAA Finance Corp.:

3.95% 9/15/15

2,000

2,085

5.75% 1/15/20

1,000

1,105

6.125% 1/15/17

1,795

2,002

6.65% 1/15/37

2,795

3,065

Shell International Finance BV 1.875% 3/25/13

7,000

7,144

Spectra Energy Capital, LLC 5.65% 3/1/20

2,000

2,230

StatoilHydro ASA:

2.9% 10/15/14

1,500

1,566

5.1% 8/17/40

2,000

2,160

Suncor Energy, Inc.:

6.1% 6/1/18

11,244

13,133

6.85% 6/1/39

2,000

2,429

Talisman Energy, Inc. 5.85% 2/1/37

5,000

5,238

TransCanada PipeLines Ltd.:

3.4% 6/1/15

1,000

1,057

6.35% 5/15/67 (f)

2,348

2,143

Valero Energy Corp. 6.625% 6/15/37

3,620

3,677

XTO Energy, Inc.:

5% 1/31/15

1,733

1,978

5.65% 4/1/16

1,189

1,414

5.9% 8/1/12

4,410

4,825

 

173,957

TOTAL ENERGY

191,533

FINANCIALS - 6.6%

Capital Markets - 1.6%

Bear Stearns Companies, Inc.:

4.5% 10/28/10

1,816

1,828

5.3% 10/30/15

1,159

1,278

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Capital Markets - continued

Bear Stearns Companies, Inc.: - continued

6.95% 8/10/12

$ 1,338

$ 1,481

BlackRock, Inc. 6.25% 9/15/17

11,603

13,651

Goldman Sachs Group, Inc.:

3.625% 8/1/12

1,500

1,553

3.7% 8/1/15

2,000

2,025

5.25% 10/15/13

5,848

6,330

5.45% 11/1/12

3,733

4,001

5.625% 1/15/17

7,000

7,339

6.15% 4/1/18

1,951

2,132

6.75% 10/1/37

24,510

25,094

7.5% 2/15/19

1,741

2,032

JPMorgan Chase Capital XX 6.55% 9/29/36

14,550

14,505

Lazard Group LLC:

6.85% 6/15/17

3,804

4,050

7.125% 5/15/15

1,364

1,470

Merrill Lynch & Co., Inc.:

5.45% 2/5/13

10,924

11,660

6.4% 8/28/17

3,140

3,386

6.875% 4/25/18

6,991

7,697

Morgan Stanley:

4.2% 11/20/14

7,250

7,466

4.75% 4/1/14

4,287

4,416

5.25% 11/2/12

242

257

5.45% 1/9/17

236

248

5.625% 9/23/19

2,000

2,037

5.95% 12/28/17

5,745

6,110

6% 5/13/14

3,000

3,270

6% 4/28/15

5,666

6,178

6.625% 4/1/18

5,055

5,557

7.3% 5/13/19

3,000

3,412

Northern Trust Corp. 5.5% 8/15/13

2,607

2,924

Royal Bank of Scotland PLC 4.875% 3/16/15

5,000

5,219

State Street Corp. 4.3% 5/30/14

1,940

2,131

The Bank of New York, Inc.:

4.3% 5/15/14

6,000

6,562

4.95% 11/1/12

3,828

4,144

5.45% 5/15/19

2,000

2,337

UBS AG Stamford Branch:

3.875% 1/15/15

2,000

2,067

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Capital Markets - continued

UBS AG Stamford Branch: - continued

5.75% 4/25/18

$ 1,700

$ 1,910

5.875% 12/20/17

3,500

3,952

 

181,709

Commercial Banks - 1.3%

American Express Bank FSB:

5.5% 4/16/13

4,052

4,406

6% 9/13/17

615

700

Bank of America NA:

5.3% 3/15/17

3,500

3,586

6% 10/15/36

2,419

2,464

Bank of Nova Scotia 2.25% 1/22/13

2,000

2,051

Barclays Bank PLC:

5% 9/22/16

800

869

5.2% 7/10/14

2,000

2,200

BB&T Capital Trust IV 6.82% 6/12/77 (f)

3,510

3,405

BB&T Corp. 6.5% 8/1/11

1,231

1,292

Credit Suisse New York Branch:

5% 5/15/13

9,285

10,046

6% 2/15/18

15,651

17,069

European Investment Bank 1.625% 3/15/13

3,000

3,059

Export-Import Bank of Korea:

5.125% 2/14/11

2,892

2,937

5.5% 10/17/12

2,235

2,382

Fifth Third Bancorp:

4.5% 6/1/18

122

121

8.25% 3/1/38

2,079

2,478

HSBC Holdings PLC 6.5% 9/15/37

10,000

11,554

JPMorgan Chase Bank 6% 10/1/17

7,075

7,982

KeyBank NA:

5.8% 7/1/14

1,109

1,211

7% 2/1/11

1,113

1,138

Korea Development Bank 4.625% 9/16/10

1,816

1,819

PNC Funding Corp. 6.7% 6/10/19

2,500

2,979

Royal Bank of Canada 2.625% 12/15/15

3,000

3,091

UniCredit Luxembourg Finance SA 5.584% 1/13/17 (b)(f)

2,905

2,800

UnionBanCal Corp. 5.25% 12/16/13

656

710

U.S. Bancorp 3.15% 3/4/15

5,000

5,213

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Commercial Banks - continued

Wachovia Bank NA:

4.875% 2/1/15

$ 1,394

$ 1,499

6.6% 1/15/38

10,000

11,364

Wachovia Corp.:

5.5% 5/1/13

14,000

15,369

5.625% 10/15/16

3,367

3,715

5.75% 6/15/17

2,905

3,261

Wells Fargo & Co. 5.625% 12/11/17

5,972

6,745

Westpac Banking Corp.:

2.25% 11/19/12

2,200

2,238

4.875% 11/19/19

1,100

1,171

 

142,924

Consumer Finance - 0.9%

American Express Co.:

7.25% 5/20/14

1,500

1,745

8.15% 3/19/38

8,500

12,074

Capital One Bank USA NA 8.8% 7/15/19

2,020

2,560

Capital One Financial Corp.:

5.7% 9/15/11

2,000

2,082

7.375% 5/23/14

5,000

5,826

Caterpillar Financial Services Corp. 2% 4/5/13

8,104

8,298

Discover Financial Services:

6.45% 6/12/17

2,263

2,415

10.25% 7/15/19

1,000

1,259

General Electric Capital Corp.:

3.5% 6/29/15

23,772

24,617

5.625% 9/15/17

7,044

7,781

5.625% 5/1/18

15,000

16,546

5.9% 5/13/14

6,228

7,042

6.375% 11/15/67 (f)

9,000

8,640

Household Finance Corp. 6.375% 10/15/11

1,842

1,946

HSBC Finance Corp.:

5.25% 1/14/11

1,296

1,316

5.25% 1/15/14

1,044

1,118

ORIX Corp. 5.48% 11/22/11

381

397

PACCAR Financial Corp. 1.95% 12/17/12

2,000

2,028

 

107,690

Diversified Financial Services - 1.5%

Bank of America Corp. 5.75% 12/1/17

4,835

5,119

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Diversified Financial Services - continued

BB&T Corp. 3.85% 7/27/12

$ 1,000

$ 1,048

BNP Paribas US Medium-Term Note Program LLC 2.125% 12/21/12

2,000

2,034

BP Capital Markets PLC:

3.125% 3/10/12

4,000

4,007

3.875% 3/10/15

2,000

1,981

4.75% 3/10/19

1,000

982

Capital One Capital V 10.25% 8/15/39

2,000

2,160

Capital One Capital VI 8.875% 5/15/40

1,000

1,053

Citigroup, Inc.:

5.5% 4/11/13

13,899

14,757

6% 12/13/13

15,244

16,449

6.125% 5/15/18

5,731

6,187

6.5% 1/18/11

1,295

1,322

6.5% 8/19/13

6,095

6,666

8.125% 7/15/39

8,000

9,980

8.5% 5/22/19

2,000

2,447

CME Group, Inc. 5.75% 2/15/14

501

568

Deutsche Bank AG London Branch:

3.45% 3/30/15

2,000

2,083

3.875% 8/18/14

5,000

5,328

GlaxoSmithKline Capital, Inc.:

5.65% 5/15/18

8,585

10,200

6.375% 5/15/38

7,218

9,186

JPMorgan Chase & Co.:

3.7% 1/20/15

5,000

5,229

4.65% 6/1/14

4,000

4,353

4.891% 9/1/15 (f)

2,703

2,688

6.3% 4/23/19

10,000

11,500

Kreditanstalt fuer Wiederaufbau:

1.875% 1/14/13

3,100

3,180

4% 1/27/20

3,000

3,313

4.875% 6/17/19

25,000

29,326

National Rural Utils. Coop. Finance Corp.:

2.625% 9/16/12

3,000

3,096

3.875% 9/16/15

4,000

4,320

TECO Finance, Inc. 4% 3/15/16

2,875

3,008

 

173,570

Insurance - 0.6%

Ace INA Holdings, Inc. 5.9% 6/15/19

3,000

3,460

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Insurance - continued

Allstate Corp.:

6.2% 5/16/14

$ 3,000

$ 3,486

7.45% 5/16/19

3,000

3,706

American International Group, Inc.:

5.05% 10/1/15

3,000

2,936

5.85% 1/16/18

2,000

1,930

8.25% 8/15/18

4,000

4,320

Assurant, Inc. 5.625% 2/15/14

1,894

2,021

Axis Capital Holdings Ltd. 5.75% 12/1/14

553

594

Berkshire Hathaway Finance Corp. 5.75% 1/15/40

5,000

5,651

MetLife, Inc.:

5% 6/15/15

1,153

1,264

6.125% 12/1/11

981

1,038

7.717% 2/15/19

9,000

11,291

Prudential Financial, Inc.:

5.15% 1/15/13

2,146

2,295

5.4% 6/13/35

447

440

5.5% 3/15/16

421

460

5.7% 12/14/36

380

389

6.2% 1/15/15

1,340

1,506

7.375% 6/15/19

3,000

3,652

8.875% 6/15/38 (f)

2,944

3,209

The Chubb Corp.:

5.75% 5/15/18

4,175

4,818

6.5% 5/15/38

3,510

4,313

The Travelers Companies, Inc. 6.25% 6/15/37

8,350

9,964

 

72,743

Real Estate Investment Trusts - 0.1%

AvalonBay Communities, Inc. 6.125% 11/1/12

527

578

Developers Diversified Realty Corp. 5.25% 4/15/11

2,410

2,417

HRPT Properties Trust:

5.75% 11/1/15

881

933

6.25% 6/15/17

1,221

1,281

6.65% 1/15/18

612

656

Kimco Realty Corp. 6.875% 10/1/19

1,000

1,150

 

7,015

Real Estate Management & Development - 0.3%

Brandywine Operating Partnership LP 5.75% 4/1/12

1,000

1,033

Digital Realty Trust LP 4.5% 7/15/15 (b)

2,000

2,025

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

FINANCIALS - continued

Real Estate Management & Development - continued

Duke Realty LP:

5.4% 8/15/14

$ 5,172

$ 5,453

5.625% 8/15/11

2,929

2,993

5.95% 2/15/17

630

676

6.25% 5/15/13

1,000

1,081

6.5% 1/15/18

1,000

1,094

ERP Operating LP 5.5% 10/1/12

3,403

3,672

Liberty Property LP:

5.125% 3/2/15

840

888

5.5% 12/15/16

1,000

1,077

Mack-Cali Realty LP 7.75% 2/15/11

967

990

Regency Centers LP:

5.25% 8/1/15

2,113

2,262

5.875% 6/15/17

1,046

1,134

Tanger Properties LP:

6.125% 6/1/20

4,408

4,851

6.15% 11/15/15

24

27

 

29,256

Thrifts & Mortgage Finance - 0.3%

Bank of America Corp.:

3.7% 9/1/15

1,460

1,457

5.65% 5/1/18

8,539

8,879

6.5% 8/1/16

15,000

16,766

Countrywide Financial Corp. 5.8% 6/7/12

5,839

6,211

Independence Community Bank Corp. 4.9% 9/23/10

1,680

1,683

U.S. Central Federal Credit Union:

1.25% 10/19/11

1,500

1,513

1.9% 10/19/12

1,500

1,538

 

38,047

TOTAL FINANCIALS

752,954

HEALTH CARE - 0.7%

Biotechnology - 0.0%

Amgen, Inc. 5.85% 6/1/17

2,928

3,506

Health Care Equipment & Supplies - 0.1%

Baxter International, Inc. 4.5% 8/15/19

3,000

3,346

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

Hospira, Inc. 6.4% 5/15/15

$ 2,000

$ 2,311

St. Jude Medical, Inc. 3.75% 7/15/14

1,000

1,076

 

6,733

Health Care Providers & Services - 0.1%

Coventry Health Care, Inc.:

5.95% 3/15/17

1,731

1,733

6.3% 8/15/14

3,584

3,822

Express Scripts, Inc.:

5.25% 6/15/12

2,000

2,134

6.25% 6/15/14

2,000

2,306

7.25% 6/15/19

2,000

2,521

 

12,516

Pharmaceuticals - 0.5%

AstraZeneca PLC:

5.9% 9/15/17

4,505

5,447

6.45% 9/15/37

3,250

4,172

Bristol-Myers Squibb Co. 5.45% 5/1/18

2,905

3,455

Merck & Co., Inc.:

4% 6/30/15

3,000

3,313

5% 6/30/19

5,970

6,934

5.85% 6/30/39

1,000

1,232

Novartis Capital Corp. 4.125% 2/10/14

12,903

14,112

Pfizer, Inc.:

5.35% 3/15/15

4,000

4,612

6.2% 3/15/19

4,000

5,006

7.2% 3/15/39

3,000

4,202

Teva Pharmaceutical Finance LLC 5.55% 2/1/16

949

1,104

Watson Pharmaceuticals, Inc.:

5% 8/15/14

1,000

1,098

6.125% 8/15/19

1,000

1,176

 

55,863

TOTAL HEALTH CARE

78,618

INDUSTRIALS - 1.0%

Aerospace & Defense - 0.2%

The Boeing Co.:

5% 3/15/14

3,000

3,374

6% 3/15/19

1,000

1,213

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

INDUSTRIALS - continued

Aerospace & Defense - continued

The Boeing Co.: - continued

6.875% 3/15/39

$ 1,000

$ 1,328

United Technologies Corp.:

4.5% 4/15/20

4,000

4,507

5.7% 4/15/40

2,000

2,362

6.125% 2/1/19

4,000

4,968

 

17,752

Airlines - 0.1%

American Airlines, Inc. pass-thru trust certificates 6.978% 10/1/12

177

178

Continental Airlines, Inc.:

6.648% 3/15/19

2,794

2,832

6.9% 7/2/19

809

831

Delta Air Lines, Inc. pass-thru trust certificates:

6.821% 8/10/22

335

344

7.57% 11/18/10

11,089

11,200

 

15,385

Commercial Services & Supplies - 0.0%

Republic Services, Inc. 5.5% 9/15/19

4,000

4,490

Industrial Conglomerates - 0.3%

Covidien International Finance SA:

5.15% 10/15/10

2,504

2,517

5.45% 10/15/12

613

669

6% 10/15/17

2,902

3,453

6.55% 10/15/37

4,250

5,460

General Electric Co. 5.25% 12/6/17

18,540

20,802

 

32,901

Machinery - 0.1%

Caterpillar, Inc. 5.3% 9/15/35

7,000

7,847

Deere & Co.:

4.375% 10/16/19

2,000

2,211

5.375% 10/16/29

1,000

1,136

 

11,194

Road & Rail - 0.3%

Burlington Northern Santa Fe Corp. 4.7% 10/1/19

5,000

5,508

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

INDUSTRIALS - continued

Road & Rail - continued

CSX Corp. 7.375% 2/1/19

$ 10,000

$ 12,643

Norfolk Southern Corp. 5.75% 1/15/16

10,000

11,593

 

29,744

TOTAL INDUSTRIALS

111,466

INFORMATION TECHNOLOGY - 0.8%

Communications Equipment - 0.2%

Cisco Systems, Inc.:

2.9% 11/17/14

3,000

3,177

4.45% 1/15/20

2,000

2,203

4.95% 2/15/19

3,479

3,979

5.9% 2/15/39

12,416

14,609

Nokia Corp.:

5.375% 5/15/19

1,000

1,104

6.625% 5/15/39

1,000

1,158

 

26,230

Computers & Peripherals - 0.1%

Dell, Inc. 5.625% 4/15/14

2,000

2,266

Hewlett-Packard Co. 4.75% 6/2/14

8,300

9,307

 

11,573

Electronic Equipment & Components - 0.1%

Agilent Technologies, Inc. 5.5% 9/14/15

1,000

1,120

Tyco Electronics Group SA:

5.95% 1/15/14

2,922

3,269

6% 10/1/12

3,840

4,156

6.55% 10/1/17

2,338

2,735

7.125% 10/1/37

2,475

3,024

 

14,304

IT Services - 0.1%

International Business Machines Corp. 7.625% 10/15/18

13,000

17,391

Office Electronics - 0.1%

Xerox Corp.:

4.25% 2/15/15

1,000

1,065

5.5% 5/15/12

1,586

1,693

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

INFORMATION TECHNOLOGY - continued

Office Electronics - continued

Xerox Corp.: - continued

5.625% 12/15/19

$ 1,000

$ 1,111

8.25% 5/15/14

3,902

4,677

 

8,546

Software - 0.2%

Microsoft Corp.:

2.95% 6/1/14

2,000

2,132

4.2% 6/1/19

2,000

2,245

Oracle Corp.:

5.375% 7/15/40 (b)

4,000

4,349

5.75% 4/15/18

7,400

8,857

 

17,583

TOTAL INFORMATION TECHNOLOGY

95,627

MATERIALS - 0.8%

Chemicals - 0.4%

Air Products & Chemicals, Inc. 4.375% 8/21/19

1,000

1,069

Dow Chemical Co.:

4.85% 8/15/12

10,000

10,554

5.9% 2/15/15

2,500

2,768

7.6% 5/15/14

3,000

3,498

8.55% 5/15/19

3,000

3,763

9.4% 5/15/39

3,000

4,269

E.I. du Pont de Nemours & Co.:

3.25% 1/15/15

4,000

4,249

4.625% 1/15/20

3,000

3,338

Lubrizol Corp. 8.875% 2/1/19

919

1,181

Potash Corp. of Saskatchewan, Inc.:

3.75% 9/30/15

2,000

2,140

4.875% 3/30/20

1,500

1,620

Praxair, Inc. 3.25% 9/15/15

3,200

3,396

 

41,845

Construction Materials - 0.0%

CRH America, Inc. 6% 9/30/16

1,816

1,996

Containers & Packaging - 0.1%

Bemis Co., Inc.:

5.65% 8/1/14

3,000

3,355

6.8% 8/1/19

3,000

3,592

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

MATERIALS - continued

Containers & Packaging - continued

Pactiv Corp.:

5.875% 7/15/12

$ 1,697

$ 1,800

6.4% 1/15/18

1,732

1,796

 

10,543

Metals & Mining - 0.3%

ArcelorMittal SA 9.85% 6/1/19

2,000

2,514

BHP Billiton Financial (USA) Ltd.:

5.125% 3/29/12

1,957

2,077

5.5% 4/1/14

2,500

2,813

6.5% 4/1/19

2,500

3,037

Newmont Mining Corp.:

5.125% 10/1/19

1,000

1,111

6.25% 10/1/39

1,600

1,831

Rio Tinto Finance (USA) Ltd.:

5.875% 7/15/13

3,233

3,599

6.5% 7/15/18

1,398

1,655

7.125% 7/15/28

2,000

2,497

Vale Overseas Ltd.:

5.625% 9/15/19

6,210

6,629

6.25% 1/23/17

9,395

10,534

 

38,297

TOTAL MATERIALS

92,681

TELECOMMUNICATION SERVICES - 1.6%

Diversified Telecommunication Services - 1.2%

AT&T Broadband Corp. 8.375% 3/15/13

2,560

2,974

AT&T, Inc.:

5.8% 2/15/19

4,000

4,718

6.3% 1/15/38

838

962

6.7% 11/15/13

1,162

1,346

BellSouth Capital Funding Corp. 7.875% 2/15/30

3,002

3,794

British Telecommunications PLC:

9.125% 12/15/30

4,515

6,202

9.375% 12/15/10 (a)

2,692

2,752

CenturyTel, Inc.:

6.15% 9/15/19

5,000

5,078

7.6% 9/15/39

2,500

2,436

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Deutsche Telekom International Financial BV:

5.25% 7/22/13

$ 2,425

$ 2,652

5.875% 8/20/13

10,000

11,123

6.75% 8/20/18

3,595

4,389

France Telecom SA 5.375% 7/8/19

4,000

4,608

SBC Communications, Inc.:

5.1% 9/15/14

2,149

2,416

5.875% 2/1/12

2,707

2,891

5.875% 8/15/12

968

1,056

6.15% 9/15/34

5,270

5,817

6.45% 6/15/34

11,795

13,398

Telecom Italia Capital SA:

4.95% 9/30/14

3,178

3,341

5.25% 10/1/15

4,571

4,867

6.999% 6/4/18

1,776

2,010

7.175% 6/18/19

6,000

6,917

Telefonica Emisiones SAU:

4.949% 1/15/15

3,000

3,239

5.877% 7/15/19

2,000

2,269

6.421% 6/20/16

1,151

1,327

7.045% 6/20/36

2,600

3,131

Verizon Communications, Inc.:

6.25% 4/1/37

3,121

3,568

6.35% 4/1/19

6,000

7,251

6.9% 4/15/38

6,025

7,460

Verizon Global Funding Corp. 5.85% 9/15/35

3,190

3,485

Verizon New England, Inc. 6.5% 9/15/11

882

931

Verizon New York, Inc. 6.875% 4/1/12

2,628

2,840

 

131,248

Wireless Telecommunication Services - 0.4%

America Movil SAB de CV 6.125% 11/15/37

8,365

9,363

AT&T Wireless Services, Inc. 8.125% 5/1/12

10,000

11,156

DIRECTV Holdings LLC/DIRECTV Financing, Inc.:

4.75% 10/1/14

4,500

4,862

5.875% 10/1/19

2,905

3,261

6.35% 3/15/40

1,000

1,104

Verizon Wireless Capital LLC:

5.55% 2/1/14

2,352

2,662

8.5% 11/15/18

3,486

4,703

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

Vodafone Group PLC:

3.375% 11/24/15

$ 1,000

$ 1,036

5% 12/16/13

2,275

2,487

5.45% 6/10/19

6,000

6,821

5.5% 6/15/11

2,735

2,834

 

50,289

TOTAL TELECOMMUNICATION SERVICES

181,537

UTILITIES - 1.7%

Electric Utilities - 1.1%

AmerenUE 6.4% 6/15/17

2,959

3,468

Cleveland Electric Illuminating Co.:

5.65% 12/15/13

4,074

4,448

8.875% 11/15/18

2,000

2,647

Commonwealth Edison Co.:

5.4% 12/15/11

6,418

6,766

5.8% 3/15/18

9,945

11,683

Duke Energy Carolinas LLC:

5.25% 1/15/18

4,355

5,033

6% 1/15/38

3,450

4,182

Duke Energy Corp. 3.95% 9/15/14

4,500

4,823

FirstEnergy Solutions Corp. 6.8% 8/15/39

3,500

3,601

FPL Group Capital, Inc. 7.875% 12/15/15

1,532

1,908

Illinois Power Co. 6.125% 11/15/17

3,364

3,881

Nevada Power Co. 6.5% 8/1/18

1,555

1,872

Northern States Power Co. 5.25% 3/1/18

10,500

12,171

Oncor Electric Delivery Co. 6.375% 5/1/12

2,705

2,917

Pacific Gas & Electric Co. 5.4% 1/15/40

4,000

4,406

PacifiCorp 6% 1/15/39

6,193

7,475

Pennsylvania Electric Co. 6.05% 9/1/17

757

857

Potomac Electric Power Co. 6.5% 11/15/37

3,806

4,869

PPL Capital Funding, Inc. 6.7% 3/30/67 (f)

688

645

Progress Energy, Inc.:

4.875% 12/1/19

1,700

1,873

6% 12/1/39

3,200

3,664

7.1% 3/1/11

3,353

3,457

Public Service Electric & Gas Co. 2.7% 5/1/15

2,000

2,081

Sierra Pacific Power Co. 5.45% 9/1/13

1,545

1,694

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

UTILITIES - continued

Electric Utilities - continued

Tampa Electric Co.:

6.15% 5/15/37

$ 6,260

$ 7,238

6.55% 5/15/36

5,500

6,612

Virginia Electric & Power Co. 5% 6/30/19

5,000

5,698

Wisconsin Electric Power Co. 6.25% 12/1/15

2,983

3,597

Wisconsin Power & Light Co. 5% 7/15/19

1,000

1,148

 

124,714

Gas Utilities - 0.0%

EQT Corp. 8.125% 6/1/19

1,000

1,229

Southern Natural Gas Co. 5.9% 4/1/17 (b)

438

482

Texas Eastern Transmission Corp. 7.3% 12/1/10

3,071

3,118

 

4,829

Independent Power Producers & Energy Traders - 0.1%

Duke Capital LLC 5.668% 8/15/14

2,036

2,268

Exelon Generation Co. LLC 5.35% 1/15/14

1,513

1,665

PPL Energy Supply LLC 6.5% 5/1/18

6,485

7,419

 

11,352

Multi-Utilities - 0.5%

CenterPoint Energy, Inc. 5.95% 2/1/17

1,181

1,326

Consolidated Edison Co. of New York, Inc.:

4.45% 6/15/20

2,000

2,204

5.5% 12/1/39

2,500

2,763

Dominion Resources, Inc.:

2.25% 9/1/15

1,000

1,002

4.75% 12/15/10

3,894

3,940

6.3% 9/30/66 (f)

1,000

940

7.5% 6/30/66 (f)

1,000

1,020

DTE Energy Co. 7.05% 6/1/11

974

1,017

KeySpan Corp. 7.625% 11/15/10

490

497

MidAmerican Energy Holdings, Co.:

5.75% 4/1/18

3,750

4,341

5.875% 10/1/12

2,893

3,149

6.5% 9/15/37

7,605

9,254

National Grid PLC 6.3% 8/1/16

1,463

1,715

NiSource Finance Corp.:

5.25% 9/15/17

835

904

5.4% 7/15/14

1,334

1,459

5.45% 9/15/20

5,111

5,477

6.4% 3/15/18

1,532

1,759

Nonconvertible Bonds - continued

 

Principal Amount (000s)

Value (000s)

UTILITIES - continued

Multi-Utilities - continued

NiSource Finance Corp.: - continued

7.875% 11/15/10

$ 1,012

$ 1,025

San Diego Gas & Electric Co. 4.5% 8/15/40

1,000

1,012

Sempra Energy:

6% 10/15/39

1,000

1,148

6.5% 6/1/16

3,000

3,570

Wisconsin Energy Corp. 6.25% 5/15/67 (f)

6,114

5,778

WPS Resources Corp. 6.11% 12/1/66 (f)

874

791

 

56,091

TOTAL UTILITIES

196,986

TOTAL NONCONVERTIBLE BONDS

(Cost $1,765,156)

2,007,658

U.S. Government and Government Agency Obligations - 40.8%

 

U.S. Government Agency Obligations - 7.1%

Fannie Mae:

0.625% 9/24/12

64,720

64,636

1% 4/4/12

41,600

41,903

1.25% 6/22/12

38,060

38,498

1.25% 8/20/13

19,924

20,114

1.75% 2/22/13

22,745

23,282

2% 1/9/12

3,050

3,113

2.5% 5/15/14

44,844

46,968

2.75% 3/13/14

63,630

67,302

3.625% 2/12/13

55,295

59,105

5% 2/16/12

13,565

14,443

Federal Farm Credit Bank 3% 9/22/14

50,000

53,350

Federal Home Loan Bank 1.625% 11/21/12

102,720

104,745

Freddie Mac:

1.125% 7/27/12

76,270

76,998

2.125% 3/23/12

17,776

18,211

3.75% 3/27/19

2,300

2,503

4.875% 6/13/18

98,230

115,114

6.75% 3/15/31

26,000

36,821

U.S. Government and Government Agency Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Government Agency Obligations - continued

Tennessee Valley Authority:

5.25% 9/15/39

$ 20,000

$ 23,846

5.375% 4/1/56

5,395

6,723

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

817,675

U.S. Treasury Obligations - 32.2%

U.S. Treasury Bills, yield at date of purchase 0.25% to 0.26% 8/25/11

124,093

123,809

U.S. Treasury Bonds:

3.5% 2/15/39

12,115

12,068

3.875% 8/15/40

32,000

34,080

4.25% 5/15/39

26,000

29,425

4.375% 2/15/38

11,000

12,751

4.375% 11/15/39

100

115

4.375% 5/15/40

8,000

9,246

4.5% 2/15/36

18,000

21,279

4.5% 5/15/38

15,000

17,742

4.5% 8/15/39

39,000

45,941

4.625% 2/15/40

21,500

25,837

4.75% 2/15/37

11,000

13,528

5% 5/15/37

11,000

14,049

5.375% 2/15/31

52,000

68,307

6.25% 5/15/30

94,000

135,639

8% 11/15/21

75,392

114,372

8.75% 5/15/17

8,000

11,508

8.875% 8/15/17

5,000

7,290

8.875% 2/15/19

7,000

10,633

9% 11/15/18

4,000

6,105

9.125% 5/15/18

3,000

4,565

U.S. Treasury Notes:

0.375% 8/31/12

78,000

77,835

0.625% 6/30/12

321,000

321,966

0.625% 7/31/12

83,000

83,253

0.75% 11/30/11

34,000

34,159

0.75% 5/31/12

12,000

12,062

1% 7/31/11

32,000

32,209

1% 8/31/11

32,000

32,222

1% 9/30/11

33,000

33,238

1% 10/31/11

35,000

35,263

1% 12/31/11

5,000

5,041

1% 4/30/12

36,000

36,332

U.S. Government and Government Agency Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Treasury Obligations - continued

U.S. Treasury Notes: - continued

1% 7/15/13

$ 19,000

$ 19,166

1.25% 8/31/15

81,000

80,665

1.375% 10/15/12

9,100

9,266

1.5% 12/31/13

22,300

22,814

1.75% 1/31/14

19,700

20,302

1.75% 3/31/14

50,700

52,233

1.75% 7/31/15

53,000

54,114

1.875% 2/28/14

50,660

52,405

1.875% 4/30/14

23,821

24,638

1.875% 6/30/15

79,000

81,173

1.875% 8/31/17

18,000

17,941

2.125% 5/31/15

98,000

101,912

2.25% 5/31/14

25,170

26,389

2.375% 9/30/14

137,410

144,581

2.375% 2/28/15

32,434

34,117

2.375% 7/31/17

25,000

25,766

2.5% 3/31/13

18,030

18,915

2.5% 4/30/15

105,000

111,046

2.5% 6/30/17

83,000

86,320

2.625% 6/30/14

122,801

130,418

2.625% 7/31/14

28,000

29,743

2.625% 12/31/14

204,900

217,642

2.625% 2/29/16

13,600

14,387

2.625% 8/15/20

67,000

67,890

2.75% 11/30/16

25,000

26,467

3% 8/31/16

12,402

13,340

3% 9/30/16

22,000

23,650

3.125% 10/31/16

23,900

25,857

3.125% 5/15/19

14,260

15,196

3.25% 5/31/16

14,200

15,489

3.25% 12/31/16

25,000

27,193

3.375% 11/15/19

62,740

67,794

3.5% 2/15/18

25,000

27,619

3.5% 5/15/20

81,800

89,169

3.625% 8/15/19

48,000

52,954

3.625% 2/15/20

59,600

65,616

3.75% 11/15/18

40,000

44,809

3.875% 2/15/13

3,150

3,408

3.875% 5/15/18

20,000

22,619

4% 2/15/14

20,600

22,827

U.S. Government and Government Agency Obligations - continued

 

Principal Amount (000s)

Value (000s)

U.S. Treasury Obligations - continued

U.S. Treasury Notes: - continued

4% 2/15/15

$ 9,600

$ 10,786

4% 8/15/18

22,000

25,073

4.125% 5/15/15

19,300

21,853

4.25% 8/15/13

5,600

6,188

4.25% 11/15/13

22,007

24,472

4.25% 11/15/14

6,580

7,444

4.25% 11/15/17

16,000

18,499

4.5% 9/30/11

11,000

11,495

4.5% 4/30/12

12,300

13,136

4.5% 5/15/17

13,000

15,178

4.625% 8/31/11

12,000

12,515

4.625% 7/31/12

8,700

9,397

4.625% 11/15/16

15,000

17,596

4.625% 2/15/17

14,000

16,419

4.75% 8/15/17

14,000

16,621

4.875% 7/31/11

11,000

11,460

5% 8/15/11

19,000

19,855

5.125% 5/15/16

13,100

15,670

TOTAL U.S. TREASURY OBLIGATIONS

3,683,376

Other Government Related - 1.5%

Citibank NA 1.875% 6/4/12 (FDIC Guaranteed) (c)

30,000

30,644

Citigroup Funding, Inc.:

2% 3/30/12 (FDIC Guaranteed) (c)

50,000

51,067

2.125% 7/12/12 (FDIC Guaranteed) (c)

52,060

53,512

General Electric Capital Corp. 2.125% 12/21/12 (FDIC Guaranteed) (c)

25,000

25,777

Goldman Sachs Group, Inc. 3.25% 6/15/12 (FDIC Guaranteed) (c)

9,504

9,938

TOTAL OTHER GOVERNMENT RELATED

170,938

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $4,427,650)

4,671,989

U.S. Government Agency - Mortgage Securities - 33.9%

 

Principal Amount (000s)

Value (000s)

Fannie Mae - 25.3%

4% 4/1/24 to 2/1/40

$ 197,188

$ 205,352

4% 9/1/25 (d)

61,000

64,060

4% 9/1/25 (d)

10,000

10,502

4% 9/1/25 (d)

16,000

16,802

4% 9/1/40 (d)

2,000

2,071

4% 9/1/40 (d)

7,000

7,250

4.5% 5/1/18 to 8/1/40

439,569

463,565

4.5% 9/1/25 (d)

38,500

40,732

4.5% 9/1/25 (d)

5,000

5,290

4.5% 9/1/40 (d)

18,000

18,904

4.5% 9/1/40 (d)

43,000

45,160

4.5% 9/1/40 (d)

99,500

104,498

4.5% 9/1/40 (d)

41,000

43,059

4.533% 11/1/34 (f)

8,771

9,296

5% 12/1/17 to 8/1/40

469,163

501,412

5% 9/1/25 (d)(e)

11,200

11,910

5% 9/1/25 (d)

2,000

2,127

5% 9/1/40 (d)(e)

101,500

107,788

5% 9/1/40 (d)

25,000

26,549

5.066% 11/1/34 (f)

37,757

39,975

5.5% 5/1/21 to 6/1/40

576,716

621,124

5.5% 9/1/25 (d)

1,000

1,076

5.5% 9/1/25 (d)

2,000

2,152

5.5% 9/1/40 (d)

7,000

7,484

6% 8/1/22 to 9/1/39

338,120

367,746

6% 9/1/40 (d)(e)

20,000

21,534

6% 9/1/40 (d)

5,000

5,384

6.5% 5/1/31 to 9/1/38

128,814

141,352

6.5% 9/1/40 (d)

2,000

2,177

6.5% 9/1/40 (d)

2,000

2,177

TOTAL FANNIE MAE

2,898,508

Freddie Mac - 2.3%

4.5% 6/1/25 to 7/1/25

16,707

17,676

4.857% 3/1/35 (f)

20,269

21,656

5% 4/1/23 to 4/1/40

49,162

52,621

5% 9/1/40 (d)

80,500

85,412

5.005% 12/1/35 (f)

12,672

13,210

5.055% 9/1/35 (f)

28,620

30,240

5.375% 3/1/36 (f)

13,361

13,831

5.5% 1/1/36

10,826

11,616

U.S. Government Agency - Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Freddie Mac - continued

5.819% 9/1/37 (f)

$ 7,688

$ 8,078

6% 4/1/32

7,409

8,123

6% 9/1/40 (d)

5,700

6,127

11.75% 9/1/13

5

5

TOTAL FREDDIE MAC

268,595

Ginnie Mae - 6.3%

4% 8/15/39

669

699

4% 9/1/40 (d)

9,700

10,106

4% 9/1/40 (d)

1,000

1,042

4% 9/1/40 (d)

3,500

3,646

4% 9/1/40 (d)

1,000

1,042

4.5% 3/15/39 to 6/15/40

166,721

177,510

4.5% 9/1/40 (d)

9,000

9,555

4.5% 9/1/40 (d)

4,000

4,247

4.5% 9/1/40 (d)

26,000

27,603

5% 6/15/38 to 7/15/40

195,791

211,560

5% 9/1/40 (d)

21,000

22,567

5.5% 10/15/35 to 9/15/39

30,032

32,693

5.5% 8/1/40 (d)(e)

17,000

18,446

5.5% 9/1/40 (d)(e)

19,000

20,560

5.5% 9/1/40 (d)

60,000

64,927

6% 11/15/34 to 11/15/39

16,498

18,039

6% 9/1/40 (d)(e)

56,500

61,506

6.5% 1/15/32 to 2/15/39

25,691

28,212

6.5% 9/1/40 (d)

1,000

1,098

6.5% 9/1/40 (d)

2,000

2,196

TOTAL GINNIE MAE

717,254

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $3,757,377)

3,884,357

Asset-Backed Securities - 0.4%

 

AmeriCredit Automobile Receivables Trust Series 2005-DA Class A4, 5.02% 11/6/12

77

77

AmeriCredit Prime Automobile Receivables Trust Series 2007-1 Class D, 5.62% 9/8/14

750

753

C-BASS Trust Series 2006-CB7 Class A2, 0.3238% 10/25/36 (f)

103

102

Asset-Backed Securities - continued

 

Principal Amount (000s)

Value (000s)

Capital Auto Receivables Trust Series 2007-2 Class A4A, 5.39% 2/18/14

$ 4,870

$ 4,994

Capital One Multi-Asset Execution Trust:

Series 2008-A3 Class A3, 5.05% 2/15/16

5,000

5,504

Series 2009-A2 Class A2, 3.2% 4/15/14

1,000

1,020

CarMax Auto Owner Trust Series 2007-2 Class C, 5.61% 11/15/13

619

636

Chase Issuance Trust:

Series 2008-9 Class A, 4.26% 5/15/13

4,900

5,029

Series 2008-A4 Class A4, 4.65% 3/15/15

5,000

5,452

Citibank Credit Card Issuance Trust:

Series 2006-A4 Class A4, 5.45% 5/10/13

5,000

5,169

Series 2009-A3 Class A3, 2.7% 6/24/13

1,000

1,017

Series 2009-A4 Class A4, 4.9% 6/23/16

1,000

1,121

Series 2009-A5 Class A5, 2.25% 12/23/14

6,000

6,168

CPS Auto Receivables Trust Series 2006-D Class A4, 5.115% 8/15/13 (b)

398

405

Detroit Edison Securitization Funding LLC Series 2001-1 Class A6, 6.62% 3/1/16

6,000

7,145

Ford Credit Auto Owner Trust Series 2006-C Class B, 5.3% 6/15/12

177

183

GCO Slims Trust Series 2006-1A, 5.72% 3/1/22 (b)

1,414

1,131

Option One Mortgage Loan Trust:

Series 2007-5 Class 2A1, 0.3538% 5/25/37 (f)

95

92

Series 2007-6 Class 2A1, 0.3238% 7/25/37 (f)

177

171

Residential Asset Mortgage Products, Inc. Series 2006-EFC2 Class M1, 0.4938% 12/25/36 (f)

377

15

Residential Asset Securities Corp. Series 2007-KS2 Class AI1, 0.3338% 2/25/37 (f)

145

141

Triad Auto Receivables Owner Trust Series 2006-C Class A4, 5.31% 5/13/13

439

449

TOTAL ASSET-BACKED SECURITIES

(Cost $44,645)

46,774

Collateralized Mortgage Obligations - 0.1%

 

Private Sponsor - 0.1%

Citigroup Commercial Mortgage Trust Series 2008-C7 Class A2B, 6.0914% 12/10/49 (f)

1,268

1,354

Cobalt CMBS Commercial Mortgage Trust Series 2007-C2 Class B, 5.617% 4/15/47 (f)

1,416

283

COMM pass-thru certificates floater Series 2001-J2A Class A2F, 0.7759% 7/16/34 (b)(f)

1,268

1,236

Collateralized Mortgage Obligations - continued

 

Principal Amount (000s)

Value (000s)

Private Sponsor - continued

JPMorgan Chase Commercial Mortgage Securities Trust Series 2007-CB18:

Class A1, 5.32% 6/12/47 (f)

$ 82

$ 84

Class A3, 5.447% 6/12/47 (f)

2,405

2,566

LB-UBS Commercial Mortgage Trust sequential payer Series 2006-C6 Class A4, 5.372% 9/15/39

571

616

Merrill Lynch-CFC Commercial Mortgage Trust Series 2006-3 Class ASB, 5.382% 7/12/46 (f)

5,429

5,804

Salomon Brothers Mortgage Securities VII, Inc. Series 2006-C2 Class H, 6.308% 7/18/33 (b)

179

179

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $9,281)

12,122

Commercial Mortgage Securities - 3.5%

 

Banc of America Commercial Mortgage Trust:

sequential payer:

Series 2006-2 Class AAB, 5.7202% 5/10/45 (f)

1,480

1,593

Series 2006-4 Class A1, 5.363% 7/10/46 (f)

131

132

Series 2006-5:

Class A1, 5.185% 9/10/47

500

504

Class A2, 5.317% 9/10/47

4,894

5,127

Class A3, 5.39% 9/10/47

1,768

1,907

Series 2006-6 Class A3, 5.369% 10/10/45

2,536

2,645

Series 2007-2 Class A1, 5.421% 4/10/49

164

168

Series 2007-4 Class A3, 5.811% 2/10/51 (f)

1,265

1,363

Series 2006-6 Class E, 5.619% 10/10/45 (b)

733

134

Series 2007-3:

Class A3, 5.6578% 6/10/49 (f)

2,118

2,269

Class A4, 5.6578% 6/10/49 (f)

2,643

2,660

Banc of America Commercial Mortgage, Inc.:

sequential payer:

Series 2001-1 Class A4, 5.451% 1/15/49

2,777

2,893

Series 2004-2:

Class A3, 4.05% 11/10/38

1,398

1,416

Class A4, 4.153% 11/10/38

1,608

1,662

Series 2004-4 Class A3, 4.128% 7/10/42

79

79

Series 2005-1 Class A3, 4.877% 11/10/42

2,091

2,101

Series 2006-1 Class A1, 5.219% 9/10/45 (f)

474

476

Series 2007-1 Class A2, 5.381% 1/15/49

3,810

3,932

Series 2001-3 Class H, 6.562% 4/11/37 (b)

709

702

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Banc of America Commercial Mortgage, Inc.: - continued

Series 2001-PB1:

Class J, 7.166% 5/11/35 (b)

$ 317

$ 305

Class K, 6.15% 5/11/35 (b)

590

532

Series 2005-3 Series A3B, 5.09% 7/10/43 (f)

3,939

4,210

Series 2005-6 Class A3, 5.1778% 9/10/47 (f)

2,282

2,357

Series 2007-1 Class B, 5.543% 1/15/49

763

250

Banc of America Large Loan, Inc. floater:

Series 2005-MIB1:

Class C, 0.5859% 3/15/22 (b)(f)

545

447

Class D, 0.6359% 3/15/22 (b)(f)

552

431

Class E, 0.6759% 3/15/22 (b)(f)

456

342

Series 2006-BIX1 Class F, 0.5859% 10/15/19 (b)(f)

939

755

Bayview Commercial Asset Trust:

Series 2004-1 Class IO, 1.25% 4/25/34 (b)(g)

3,135

105

Series 2007-5A Class IO, 3.047% 10/25/37 (b)(f)(g)

7,144

772

Bear Stearns Commercial Mortgage Securities Trust:

floater Series 2007-BBA8:

Class D, 0.5259% 3/15/22 (b)(f)

97

56

Class E, 0.5759% 3/15/22 (b)(f)

507

279

Class F, 0.6259% 3/15/22 (b)(f)

311

159

Class G, 0.6759% 3/15/22 (b)(f)

80

38

Class H, 0.8259% 3/15/22 (b)(f)

97

39

Class J, 0.9759% 3/15/22 (b)(f)

97

31

sequential payer:

Series 2003-PWR2 Class A3, 4.834% 5/11/39

447

455

Series 2004-PWR3 Class A3, 4.487% 2/11/41

1,268

1,289

Series 2006-T24 Class A1, 4.905% 10/12/41 (f)

846

861

Series 2007-PW16 Class A4, 5.7172% 6/11/40 (f)

16,612

17,500

Series 2007-PW17 Class A1, 5.282% 6/11/50

343

350

Series 2007-T26 Class A1, 5.145% 1/12/45 (f)

332

340

Series 2006-PW13 Class A3, 5.518% 9/11/41

4,475

4,743

Series 2006-T22 Class A4, 5.4623% 4/12/38 (f)

159

176

Series 2007-PW15 Class A1, 5.016% 2/11/44

162

166

Series 2007-PW16:

Class B, 5.7172% 6/11/40 (b)(f)

203

73

Class C, 5.7172% 6/11/40 (b)(f)

169

52

Class D, 5.7172% 6/11/40 (b)(f)

169

45

Series 2007-T28 Class A1, 5.422% 9/11/42

187

193

CDC Commercial Mortgage Trust Series 2002-FX1 Class G, 6.625% 5/15/35 (b)

1,490

1,606

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Chase Commercial Mortgage Securities Corp.:

Series 1999-2:

Class E, 7.734% 1/15/32

$ 55

$ 55

Class F, 7.734% 1/15/32

275

274

Series 2001-245 Class A2, 6.275% 2/12/16 (b)(f)

1,260

1,280

Citigroup Commercial Mortgage Trust:

floater Series 2006-FL2 Class F, 0.5819% 8/15/21 (b)(f)

453

397

sequential payer Series 2006-C5 Class A4, 5.431% 10/15/49

9,390

10,097

Series 2006-C5 Class AMP2, 5.5005% 10/15/49 (b)

2,133

1,972

Series 2007-C6:

Class A1, 5.622% 12/10/49 (f)

1,245

1,268

Class A4, 5.6985% 12/10/49 (f)

9,950

10,589

Citigroup/Deutsche Bank Commercial Mortgage Trust:

sequential payer Series 2007-CD4:

Class A1, 4.977% 12/11/49

214

216

Class A2A, 5.237% 12/11/49

6,129

6,302

Class A4, 5.322% 12/11/49

2,212

2,254

Series 2007-CD4:

Class A3, 5.293% 12/11/49

1,234

1,305

Class C, 5.476% 12/11/49

2,387

668

Cobalt CMBS Commercial Mortgage Trust:

sequential payer Series 2007-C3 Class A3, 5.8179% 5/15/46 (f)

1,268

1,356

Series 2006-C1 Class B, 5.359% 8/15/48

3,804

533

COMM pass-thru certificates:

floater:

Series 2005-F10A Class C, 0.5459% 4/15/17 (b)(f)

1,020

836

Series 2005-FL11:

Class C, 0.5759% 11/15/17 (b)(f)

1,276

1,174

Class D, 0.6159% 11/15/17 (b)(f)

67

60

Class E, 0.6659% 11/15/17 (b)(f)

235

205

sequential payer:

Series 2005-C6 Class A2, 4.999% 6/10/44 (f)

19

19

Series 2006-C8 Class A3, 5.31% 12/10/46

3,613

3,765

Series 2007-C9 Class A4, 5.8157% 12/10/49 (f)

2,805

3,036

Series 2006-C8 Class B, 5.44% 12/10/46

2,196

685

Credit Suisse Commercial Mortgage Trust:

sequential payer:

Series 2006-C4 Class A3, 5.467% 9/15/39

6,558

6,804

Series 2006-C5 Class AJ, 5.373% 12/15/39

2,568

1,624

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Credit Suisse Commercial Mortgage Trust: - continued

sequential payer:

Series 2007-C2:

Class A1, 5.269% 1/15/49

$ 25

$ 25

Class A2, 5.448% 1/15/49 (f)

9,580

9,822

Class A3, 5.542% 1/15/49 (f)

2,536

2,521

Series 2007-C3:

Class A1, 5.664% 6/15/39 (f)

5

5

Class A4, 5.7223% 6/15/39 (f)

10,213

10,138

Series 2006-C4 Class AAB, 5.439% 9/15/39

7,217

7,709

Series 2007-C5 Class A4, 5.695% 9/15/40 (f)

1,148

1,146

Credit Suisse First Boston Mortgage Capital Certificates floater Series 2007-TF2A Class B, 0.6259% 4/15/22 (b)(f)

4,524

1,810

Credit Suisse First Boston Mortgage Securities Corp.:

sequential payer:

Series 2001-CK6 Class B, 6.582% 8/15/36

1,268

1,326

Series 2004-C1:

Class A3, 4.321% 1/15/37

314

319

Class A4, 4.75% 1/15/37

590

615

Series 1998-C1 Class D, 7.17% 5/17/40

71

72

Series 1999-C1 Class E, 7.8879% 9/15/41 (f)

109

109

Series 2006-C1 Class A3, 5.5486% 2/15/39 (f)

6,695

7,247

Credit Suisse Mortgage Capital Certificates:

floater Series 2007-TFL1 Class B, 0.4259% 2/15/22 (b)(f)

480

322

sequential payer Series 2007-C1 Class A1, 5.227% 2/15/40

73

74

Series 2007-C1 Class B, 5.487% 2/15/40 (b)(f)

1,938

233

First Union National Bank-Bank of America Commercial Mortgage Trust Series 2001-C1:

Class D, 6.484% 3/15/33

452

457

Class G, 6.936% 3/15/33 (b)

834

834

GE Capital Commercial Mortgage Corp.:

sequential payer Series 2007-C1 Class A4, 5.543% 12/10/49

13,264

13,282

Series 2005-C1 Class B, 4.846% 6/10/48 (f)

362

257

Greenwich Capital Commercial Funding Corp.:

floater Series 2006-FL4 Class B, 0.49% 11/5/21 (b)(f)

477

353

sequential payer:

Series 2004-GG1 Class A4, 4.755% 6/10/36

350

352

Series 2007-GG11:

Class A1, 5.358% 12/10/49

712

739

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Greenwich Capital Commercial Funding Corp.: - continued

sequential payer:

Series 2007-GG11:

Class A2, 5.597% 12/10/49

$ 2,536

$ 2,678

Series 2007-GG9 Class A4, 5.444% 3/10/39

3,687

3,862

Series 2006-GG7:

Class A3, 5.8883% 7/10/38 (f)

3,342

3,629

Class A4, 5.8883% 7/10/38 (f)

10,980

11,954

GS Mortgage Securities Corp. II:

floater Series 2006-FL8A:

Class C, 0.5353% 6/6/20 (b)(f)

64

58

Class D, 0.5753% 6/6/20 (b)(f)

302

261

Class E, 0.6653% 6/6/20 (b)(f)

351

295

sequential payer Series 2004-GG2 Class A4, 4.964% 8/10/38

393

408

Series 2006-GG6 Class A2, 5.506% 4/10/38

6,668

6,769

GS Mortgage Securities Trust sequential payer:

Series 2006-GG8 Class A2, 5.479% 11/10/39

1,902

1,951

Series 2007-GG10:

Class A1, 5.69% 8/10/45

213

220

Class A2, 5.778% 8/10/45

604

628

Class A4, 5.8077% 8/10/45 (f)

603

623

JPMorgan Chase Commercial Mortgage Securities Trust:

floater Series 2006-FLA2:

Class A2, 0.4059% 11/15/18 (b)(f)

5,000

4,200

Class B, 0.4459% 11/15/18 (b)(f)

935

654

Class C, 0.4859% 11/15/18 (b)(f)

664

439

Class D, 0.5059% 11/15/18 (b)(f)

39

22

Class E, 0.5559% 11/15/18 (b)(f)

58

32

Class F, 0.6059% 11/15/18 (b)(f)

86

45

Class G, 0.6359% 11/15/18 (b)(f)

75

38

Class H, 0.7759% 11/15/18 (b)(f)

58

25

sequential payer:

Series 2006-CB14 Class A3B, 5.4835% 12/12/44 (f)

3,771

4,024

Series 2006-CB15 Class A3, 5.819% 6/12/43 (f)

1,909

2,030

Series 2006-LDP8 Class A4, 5.399% 5/15/45

808

867

Series 2006-LDP9:

Class A2, 5.134% 5/15/47 (f)

602

642

Class A3, 5.336% 5/15/47

529

551

Series 2007-CB19 Class A4, 5.7461% 2/12/49 (f)

17,057

17,889

Series 2007-LD11 Class A2, 5.8025% 6/15/49 (f)

3,560

3,723

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

JPMorgan Chase Commercial Mortgage Securities Trust: - continued

Series 2007-LDP10 Class A1, 5.122% 1/15/49

$ 42

$ 42

Series 2007-LDPX Class A3, 5.412% 1/15/49

3,490

3,569

Series 2004-LDP4 Class D, 5.1488% 10/15/42 (f)

1,141

528

Series 2005-CB13 Class E, 5.3519% 1/12/43 (b)(f)

642

59

Series 2006-CB17 Class A3, 5.45% 12/12/43

361

380

Series 2007-CB19:

Class B, 5.7461% 2/12/49 (f)

108

33

Class C, 5.7461% 2/12/49 (f)

283

88

Class D, 5.7461% 2/12/49 (f)

298

88

Series 2007-LDP10 Class ES, 5.541% 1/15/49 (b)(f)

656

46

JPMorgan Commercial Mortgage Finance Corp. Series 2000-C9 Class G, 6.25% 10/15/32 (b)

523

528

LB Commercial Conduit Mortgage Trust:

sequential payer Series 2007-C3 Class A4, 5.9499% 7/15/44 (f)

3,327

3,442

Series 1998-C1 Class D, 6.98% 2/18/30

473

476

LB-UBS Commercial Mortgage Trust:

sequential payer:

Series 2001-C2 Class A2, 6.653% 11/15/27

225

229

Series 2001-C3 Class A1, 6.058% 6/15/20

6

6

Series 2006-C1 Class A2, 5.084% 2/15/31

552

557

Series 2006-C3 Class A1, 5.478% 3/15/32

28

28

Series 2006-C6:

Class A1, 5.23% 9/15/39

130

130

Class A2, 5.262% 9/15/39 (f)

2,213

2,270

Series 2006-C7:

Class A1, 5.279% 11/15/38

725

738

Class A2, 5.3% 11/15/38

1,395

1,439

Class A3, 5.347% 11/15/38

945

1,002

Series 2007-C1:

Class A1, 5.391% 2/15/40 (f)

85

86

Class A3, 5.398% 2/15/40

5,000

5,301

Class A4, 5.424% 2/15/40

1,163

1,221

Series 2007-C2 Class A3, 5.43% 2/15/40

611

629

Series 2000-C5 Class E, 7.29% 12/15/32

89

89

Series 2001-C3 Class B, 6.512% 6/15/36

2,451

2,534

Series 2001-C7 Class D, 6.514% 11/15/33

1,395

1,409

Series 2004-C4 Class A2, 4.567% 6/15/29 (f)

82

83

Series 2007-C1:

Class C, 5.533% 2/15/40 (f)

2,790

618

Class D, 5.563% 2/15/40 (f)

507

90

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

LB-UBS Commercial Mortgage Trust: - continued

Series 2007-C1:

Class E, 5.582% 2/15/40 (f)

$ 254

$ 39

Series 2007-C6 Class A4, 5.858% 7/15/40 (f)

1,584

1,634

Series 2007-C7 Class A3, 5.866% 9/15/45

4,146

4,344

LB-UBS Westfield Trust Series 2001-WM, 6.754% 7/14/16 (b)

363

370

Lehman Brothers Floating Rate Commercial Mortgage Trust floater Series 2006-LLFA:

Class D, 0.5059% 9/15/21 (b)(f)

406

311

Class E, 0.5659% 9/15/21 (b)(f)

1,465

1,111

Merrill Lynch Mortgage Trust:

sequential payer Series 2007-C1 Class A1, 4.533% 6/12/50

168

170

Series 2005-CKI1 Class A3, 5.2324% 11/12/37 (f)

2,082

2,152

Series 2005-LC1 Class F, 5.3777% 1/12/44 (b)(f)

1,103

409

Series 2006-C1 Class A2, 5.6099% 5/12/39 (f)

1,788

1,886

Series 2007-C1 Class A4, 5.826% 6/12/50 (f)

4,800

5,146

Series 2008-C1 Class A4, 5.69% 2/12/51

2,707

2,870

Merrill Lynch-CFC Commercial Mortgage Trust:

floater Series 2006-4 Class A2FL, 0.4625% 12/12/49 (f)

591

574

sequential payer:

Series 2006-1 CLass A3, 5.4664% 2/12/39 (f)

1,349

1,417

Series 2006-4:

Class A2, 5.112% 12/12/49 (f)

995

1,023

Class ASB, 5.133% 12/12/49 (f)

1,090

1,169

Series 2007-5:

Class A1, 4.275% 8/12/48

32

32

Class A3, 5.364% 8/12/48

495

507

Class A4, 5.378% 8/12/48

51

50

Class B, 5.479% 2/12/17

3,804

670

Series 2007-6:

Class A1, 5.175% 3/12/51

67

68

Class A4, 5.485% 3/12/51 (f)

2,000

1,993

Series 2007-7 Class A4, 5.7485% 6/12/50 (f)

4,438

4,461

Series 2007-8 Class A1, 4.622% 8/12/49

151

154

Series 2007-6 Class B, 5.635% 3/12/51 (f)

1,268

379

Series 2007-7 Class B, 5.75% 6/12/50

110

18

Series 2007-8 Class A3, 5.9564% 8/12/49 (f)

1,094

1,176

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Morgan Stanley Capital I Trust:

floater:

Series 2006-XLF:

Class F, 0.592% 7/15/19 (b)(f)

$ 1,221

$ 1,111

Class G, 0.632% 7/15/19 (b)(f)

694

500

Series 2007-XLFA:

Class C, 0.432% 10/15/20 (b)(f)

728

309

Class MHRO, 0.962% 10/15/20 (b)(f)

174

35

Class MJPM, 1.272% 10/15/20 (b)(f)

51

38

Class MSTR, 0.972% 10/15/20 (b)(f)

95

19

Class NHRO, 1.162% 10/15/20 (b)(f)

267

37

Class NSTR, 1.122% 10/15/20 (b)(f)

87

12

sequential payer:

Series 2005-IQ9 Class A3, 4.54% 7/15/56

1,883

1,951

Series 2006-HQ10 Class A1, 5.131% 11/12/41

198

200

Series 2006-T23 Class A1, 5.682% 8/12/41

371

377

Series 2007-HQ11:

Class A1, 5.246% 2/12/44

138

140

Class A31, 5.439% 2/12/44 (f)

642

676

Series 2007-IQ13:

Class A1, 5.05% 3/15/44

144

147

Class A4, 5.364% 3/15/44

5,000

5,125

Series 2007-IQ14 Class A1, 5.38% 4/15/49

350

359

Series 2007-T25 Class A2, 5.507% 11/12/49

2,691

2,938

Series 2006-HQ8 Class A3, 5.4379% 3/12/44 (f)

1,967

2,017

Series 2006-HQ9 Class B, 5.832% 7/12/44 (f)

1,882

1,393

Series 2006-IQ11:

Class A3, 5.7325% 10/15/42 (f)

2,104

2,245

Class A4, 5.7685% 10/15/42 (f)

380

423

Series 2006-IQ12 Class B, 5.468% 12/15/43

1,268

317

Series 2006-T23 Class A3, 5.8072% 8/12/41 (f)

647

697

Series 2007-HQ11 Class B, 5.538% 2/20/44 (f)

2,299

828

Series 2007-IQ14 Class A4, 5.692% 4/15/49 (f)

1,902

1,931

Morgan Stanley Dean Witter Capital I Trust sequential payer Series 2001-PPM Class A2, 6.4% 2/15/31

13

13

Salomon Brothers Mortgage Securities VII, Inc. sequential payer Series 2000-C3 Class A2, 6.592% 12/18/33

387

387

Structured Asset Securities Corp. Series 1997-LLI Class D, 7.15% 10/12/34

142

148

TrizecHahn Office Properties Trust Series 2001-TZHA Class C4, 6.893% 5/15/16 (b)

1,078

1,099

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Wachovia Bank Commercial Mortgage Trust:

floater:

Series 2006-WL7A Class E, 0.5519% 9/15/21 (b)(f)

$ 252

$ 150

Series 2007-WHL8:

Class AP1, 0.9759% 6/15/20 (b)(f)

17

10

Class AP2, 1.0759% 6/15/20 (b)(f)

30

15

Class F, 0.7559% 6/15/20 (b)(f)

583

146

Class LXR1, 0.9759% 6/15/20 (b)(f)

156

94

Class LXR2, 1.0759% 6/15/20 (b)(f)

398

199

sequential payer:

Series 2003-C6 Class A2, 4.498% 8/15/35

74

74

Series 2003-C7 Class A1, 4.241% 10/15/35 (b)

1,961

1,977

Series 2003-C8 Class A3, 4.445% 11/15/35

5,522

5,648

Series 2006-C24 Class A2, 5.506% 3/15/45

736

743

Series 2006-C27 Class A2, 5.624% 7/15/45

1,133

1,161

Series 2006-C29 Class A3, 5.313% 11/15/48

3,368

3,586

Series 2007-C30:

Class A1, 5.031% 12/15/43

87

88

Class A3, 5.246% 12/15/43

1,089

1,099

Class A4, 5.305% 12/15/43

373

372

Class A5, 5.342% 12/15/43

1,357

1,322

Series 2007-C31:

Class A1, 5.14% 4/15/47

63

64

Class A4, 5.509% 4/15/47

7,866

7,781

Series 2007-C32:

Class A2, 5.735% 6/15/49 (f)

9,622

10,012

Class A3, 5.74% 6/15/49 (f)

7,152

7,124

Series 2003-C6 Class G, 5.125% 8/15/35 (b)(f)

602

568

Series 2004-C15:

Class 180A, 5.5782% 10/15/41 (b)(f)

975

907

Class 180B, 5.3979% 10/15/41 (b)(f)

444

400

Series 2005-C19 Class B, 4.892% 5/15/44

1,268

1,037

Series 2005-C22:

Class B, 5.3598% 12/15/44 (f)

2,812

1,932

Class F, 5.3598% 12/15/44 (b)(f)

2,115

845

Series 2006-C23 Class A5, 5.416% 1/15/45 (f)

7,395

8,039

Series 2006-C25 Class AM, 5.7384% 5/15/43 (f)

664

616

Series 2006-C29 Class E, 5.516% 11/15/48 (f)

1,268

393

Series 2007-C30 Class C, 5.483% 12/15/43 (f)

3,804

632

Commercial Mortgage Securities - continued

 

Principal Amount (000s)

Value (000s)

Wachovia Bank Commercial Mortgage Trust: - continued

Series 2007-C31 Class C, 5.6935% 4/15/47 (f)

$ 348

$ 74

Wachovia Bank Commercial Mortgage Trust pass-thru certificates sequential payer Series 2007-C33 Class A5, 5.902% 2/15/51 (f)

839

850

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $316,520)

401,079

Municipal Securities - 0.3%

 

California Gen. Oblig.:

5.25% 4/1/14

5,000

5,304

7.55% 4/1/39

15,000

17,039

Illinois Gen. Oblig. Series 2010, 4.421% 1/1/15

7,460

7,609

Univ. of California Revs. Series 2009 R, 5.77% 5/15/43

1,000

1,085

TOTAL MUNICIPAL SECURITIES

(Cost $28,954)

31,037

Foreign Government and Government Agency Obligations - 1.1%

 

Brazilian Federative Republic:

4.875% 1/22/21

4,045

4,338

5.625% 1/7/41

13,000

14,040

Canadian Government 2.375% 9/10/14

3,000

3,142

Chilean Republic 7.125% 1/11/12

3,016

3,246

Italian Republic:

2.125% 10/5/12

2,000

2,018

3.125% 1/26/15

16,000

16,390

Ontario Province:

1.875% 11/19/12

2,000

2,046

4% 10/7/19

15,000

16,318

4.1% 6/16/14

15,000

16,502

Quebec Province 3.5% 7/29/20

20,000

20,722

United Mexican States:

5.125% 1/15/20

15,000

16,275

6.05% 1/11/40

6,000

6,825

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $113,618)

121,862

Supranational Obligations - 1.3%

 

Principal Amount (000s)

Value (000s)

African Development Bank:

1.75% 10/1/12

$ 1,000

$ 1,022

euro 3% 5/27/14

5,000

5,328

Asian Development Bank 2.75% 5/21/14

30,000

31,699

Corporacion Andina de Fomento:

5.2% 5/21/13

240

258

6.875% 3/15/12

390

419

8.125% 6/4/19

2,000

2,540

European Bank for Reconstruction and Development 1.25% 6/10/11

1,500

1,510

European Investment Bank:

1.75% 9/14/12

4,000

4,089

2.875% 1/15/15

5,000

5,295

3.125% 6/4/14

72,000

76,859

Inter-American Development Bank:

euro 1.75% 10/22/12

5,000

5,108

3.875% 9/17/19

5,000

5,552

International Bank for Reconstruction & Development 1.75% 7/15/13

4,000

4,110

TOTAL SUPRANATIONAL OBLIGATIONS

(Cost $134,669)

143,789

Certificates of Deposit - 3.5%

 

Credit Agricole CIB yankee 0.6% 11/1/10

100,000

100,052

Intesa Sanpaolo SpA New York Branch yankee 0.61% 10/19/10

100,000

100,041

Natexis Banques Populaires New York Branch yankee 0.6% 10/21/10

100,000

100,042

UniCredito Italiano SpA New York Branch yankee 0.75% 10/19/10

100,000

100,061

TOTAL CERTIFICATES OF DEPOSIT

(Cost $400,000)

400,196

Preferred Securities - 0.0%

Principal Amount (000s)

Value (000s)

FINANCIALS - 0.0%

Diversified Financial Services - 0.0%

ING Groep NV 5.775% (f)

$ 1,042

$ 871

MUFG Capital Finance 1 Ltd. 6.346% (f)

1,725

1,731

TOTAL PREFERRED SECURITIES

(Cost $1,548)

2,602

Cash Equivalents - 7.4%

Maturity Amount (000s)

 

Investments in repurchase agreements in a joint trading account at 0.25%, dated 8/31/10 due 9/1/10 (Collateralized by U.S. Government Obligations) #
(Cost $851,960)

$ 851,966

851,960

TOTAL INVESTMENT PORTFOLIO - 109.8%

(Cost $11,851,378)

12,575,425

NET OTHER ASSETS (LIABILITIES) - (9.8)%

(1,123,593)

NET ASSETS - 100%

$ 11,451,832

Legend

(a) Security initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $46,360,000 or 0.4% of net assets.

(c) Under the Temporary Liquidity Guarantee Program, the Federal Deposit Insurance Corporation guarantees principal and interest in the event of payment default or bankruptcy until the earlier of maturity date of the debt or until June 30, 2012. At the end of the period these securities amounted to $170,938,000 or 1.5% of net assets.

(d) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(e) A portion of the security is subject to a forward commitment to sell.

(f) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(g) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool held as of the end of the period.

# Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty

Value
(Amounts in thousands)

$851,960,000 due 9/01/10 at 0.25%

Banc of America Securities LLC

$ 66,329

Bank of America NA

99,560

Barclays Capital, Inc.

199,119

Goldman, Sachs & Co.

33,187

Merrill Lynch Government Securities, Inc.

59,736

Mizuho Securities USA, Inc.

265,491

Morgan Stanley & Co., Inc.

128,538

 

$ 851,960

Other Information

The following is a summary of the inputs used, as of August 31, 2010, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Corporate Bonds

$ 2,007,658

$ -

$ 2,007,658

$ -

U.S. Government and Government Agency Obligations

4,671,989

-

4,671,989

-

U.S. Government Agency - Mortgage Securities

3,884,357

-

3,884,357

-

Asset-Backed Securities

46,774

-

45,628

1,146

Collateralized Mortgage Obligations

12,122

-

12,122

-

Commercial Mortgage Securities

401,079

-

389,663

11,416

Municipal Securities

31,037

-

31,037

-

Foreign Government and Government Agency Obligations

121,862

-

121,862

-

Supranational Obligations

143,789

-

143,789

-

Certificates of Deposit

400,196

-

400,196

-

Preferred Securities

2,602

-

2,602

-

Cash Equivalents

851,960

-

851,960

-

Total Investments in Securities:

$ 12,575,425

$ -

$ 12,562,863

$ 12,562

Other Financial Instruments:

Forward Commitments

$ (145)

$ -

$ (145)

$ -

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

(Amounts in thousands)

 

Investments in Securities:

Beginning Balance

$ 9,597

Total Realized Gain (Loss)

816

Total Unrealized Gain (Loss)

2,339

Cost of Purchases

-

Proceeds of Sales

(2,133)

Amortization/Accretion

535

Transfers in to Level 3

7,561

Transfers out of Level 3

(6,153)

Ending Balance

$ 12,562

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at August 31, 2010

$ 2,428

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

August 31, 2010

 

 

 

Assets

Investment in securities, at value (including repurchase agreements of $851,960) - See accompanying schedule:

Unaffiliated issuers (cost $11,851,378)

 

$ 12,575,425

Commitment to sell securities on a delayed delivery basis

$ (106,323)

Receivable for securities sold on a delayed delivery basis

106,178

(145)

Receivable for investments sold, regular delivery

102,989

Receivable for fund shares sold

34,643

Interest receivable

70,182

Receivable from investment adviser for expense reductions

236

Other receivables

33

Total assets

12,783,363

 

 

 

Liabilities

Payable to custodian bank

$ 7

Payable for investments purchased
Regular delivery

358,815

Delayed delivery

946,503

Payable for fund shares redeemed

22,324

Distributions payable

599

Accrued management fee

2,054

Other affiliated payables

1,196

Other payables and accrued expenses

33

Total liabilities

1,331,531

 

 

 

Net Assets

$ 11,451,832

Net Assets consist of:

 

Paid in capital

$ 10,779,310

Undistributed net investment income

5,805

Accumulated undistributed net realized gain (loss) on investments

(57,185)

Net unrealized appreciation (depreciation) on investments

723,902

Net Assets

$ 11,451,832

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

August 31, 2010

 

 

 

U.S. Bond Index:
Net Asset Value
, offering price and redemption price per share ($11,354,798 ÷ 973,263 shares)

$ 11.67

 

 

 

Class F:

Net Asset Value, offering price and redemption price per
share ($97,034 ÷ 8,318 shares)

$ 11.67

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 August 31, 2010

 

  

  

Investment Income

  

  

Dividends

 

$ 174

Interest

 

386,695

Total income

 

386,869

 

 

 

Expenses

Management fee

$ 23,361

Transfer agent fees

14,319

Independent trustees' compensation

37

Miscellaneous

42

Total expenses before reductions

37,759

Expense reductions

(3,723)

34,036

Net investment income

352,833

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

152,062

Change in net unrealized appreciation (depreciation) on:

Investment securities

416,182

Delayed delivery commitments

854

 

Total change in net unrealized appreciation (depreciation)

 

417,036

Net gain (loss)

569,098

Net increase (decrease) in net assets resulting from operations

$ 921,931

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
August 31,
2010

Year ended
August 31,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 352,833

$ 387,142

Net realized gain (loss)

152,062

(180,518)

Change in net unrealized appreciation (depreciation)

417,036

462,972

Net increase (decrease) in net assets resulting
from operations

921,931

669,596

Distributions to shareholders from net investment income

(346,700)

(389,496)

Share transactions - net increase (decrease)

595,550

1,046,924

Total increase (decrease) in net assets

1,170,781

1,327,024

 

 

 

Net Assets

Beginning of period

10,281,051

8,954,027

End of period (including undistributed net investment income of $5,805 and undistributed net investment income of $6,101, respectively)

$ 11,451,832

$ 10,281,051

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - U.S. Bond Index

Years ended August 31,

2010

2009

2008

2007

2006 I

2006 G

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 11.05

$ 10.73

$ 10.76

$ 10.82

$ 10.87

$ 11.08

Income from Investment Operations

 

 

 

 

 

 

Net investment income C

  .373

  .445

  .503

  .537

  .266

  .473

Net realized and unrealized gain (loss)

  .613

  .325

  (.012)

  (.078)

  (.067)

  (.183)

Total from investment operations

  .986

  .770

  .491

  .459

  .199

  .290

Distributions from net investment income

  (.366)

  (.450)

  (.521)

  (.519)

  (.249)

  (.460)

Distributions from net realized gain

  -

  -

  -

  -

  -

  (.040)

Total distributions

  (.366)

  (.450)

  (.521)

  (.519)

  (.249)

  (.500)

Net asset value, end of period

$ 11.67

$ 11.05

$ 10.73

$ 10.76

$ 10.82

$ 10.87

Total Return B

  9.10%

  7.39%

  4.61%

  4.31%

  1.89%

  2.67%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  .36%

  .45%

  .48%

  .49%

  .50% A

  .51%

Expenses net of fee waivers, if any

  .32%

  .32%

  .32%

  .32%

  .32% A

  .32%

Expenses net of all reductions

  .32%

  .32%

  .32%

  .31%

  .31% A

  .31%

Net investment income

  3.32%

  4.16%

  4.64%

  4.96%

  4.94% A

  4.31%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 11,355

$ 10,281

$ 8,954

$ 7,687

$ 6,129

$ 5,784

Portfolio turnover rate E

  165%

  231% H

  151%

  174% H

  82% A

  108%

A Annualized

B Total returns would have been lower had certain expenses not been reduced during the periods shown.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G For the period ended February 28.

H The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

I For the six month period ended August 31. The Fund changed its fiscal year end from February 28 to August 31, effective August 31, 2006.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class F

Year ended August 31,

2010 E

Selected Per-Share Data

 

Net asset value, beginning of period

$ 11.12

Income from Investment Operations

 

Net investment income D

  .359

Net realized and unrealized gain (loss)

  .542

Total from investment operations

  .901

Distributions from net investment income

  (.351)

Net asset value, end of period

$ 11.67

Total Return B, C

  8.26%

Ratios to Average Net Assets F

 

Expenses before reductions

  .22% A

Expenses net of fee waivers, if any

  .22% A

Expenses net of all reductions

  .22% A

Net investment income

  3.42% A

Supplemental Data

 

Net assets, end of period (in millions)

$ 97

Portfolio turnover rate

  165%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Calculated based on average shares outstanding during the period.

E For the period September 24, 2009 (commencement of sale of shares) to August 31, 2010.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Notes to Financial Statements

For the period ended August 31, 2010

(Amounts in thousands except ratios)

1. Organization.

Fidelity U.S. Bond Index Fund (the Fund) is a fund of Fidelity Fixed-Income 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.

In May 2009, the Board of Trustees of the Fund approved the creation of an additional class of shares. The Fund commenced sale of Class F shares and the existing class was designated U.S. Bond Index on September 24, 2009. The Fund offers U.S. Bond Index and Class F shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class F shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as investment manager. Each class differs with respect to transfer agent fees incurred. Certain expense reductions also differ by class.

2. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below.

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the fund's own assumptions based on the best information available)

Annual Report

2. Significant Accounting Policies - continued

Security Valuation - continued

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of August 31, 2010, for the Fund's investments, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, foreign government and government agency obligations, municipal securities, preferred securities, supranational obligations, U.S. government and government agency obligations and certificates of deposit, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. For asset backed securities, collateralized mortgage obligations, commercial mortgage securities and U.S. government agency mortgage securities, pricing services utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and, accordingly, such securities are generally categorized as Level 2 in the hierarchy. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates fair value and are categorized as Level 2 in the hierarchy.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

2. Significant Accounting Policies - continued

Expenses. Most expenses of the Trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned amongst each fund in the Trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of August 31, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to swap agreements, prior period premium and discount on debt securities, market discount, partnerships (including allocations from Fidelity Central Funds), deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 734,725

Gross unrealized depreciation

(4,115)

Net unrealized appreciation (depreciation)

$ 730,610

 

 

Tax Cost

$ 11,844,815

Annual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed long-term capital gain

$ 54,883

Net unrealized appreciation (depreciation)

$ 732,592

The tax character of distributions paid was as follows:

 

August 31, 2010

August 31, 2009

Ordinary Income

$ 346,700

$ 389,496

3. Operating Policies.

Repurchase Agreements. Fidelity Management & Research Company (FMR) has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the Fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The Fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Delayed Delivery Transactions and When-Issued Securities. The Fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Operating Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $554,497 and $509,525, respectively.

5. 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 that is based on an annual rate of .22% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of each class, except for Class F. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each applicable class were as follows:

 

Amount

% of
Average
Net Assets

U.S. Bond Index

$ 14,319

.14

Annual Report

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $3.75 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $42 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in cash equivalents. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of interest income. Net income from lending portfolio securities during the period amounted to $153.

8. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

U.S. Bond Index

.32%

$ 3,722

In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended August 31,

2010 A

2009

From net investment income

 

 

U.S. Bond Index

$ 345,387

$ 389,496

Class F

1,313

-

Total

$ 346,700

$ 389,496

A Distributions for Class F are for the period September 24, 2009 (commencement of sale of shares) to August 31, 2010.

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended August 31,

2010 A

2009

2010 A

2009

U.S. Bond Index

 

 

 

 

Shares sold

374,729

426,403

$ 4,216,268

$ 4,571,198

Reinvestment of distributions

29,929

35,527

337,209

380,390

Shares redeemed

(361,514)

(366,037)

(4,051,189)

(3,904,664)

Net increase (decrease)

43,144

95,893

$ 502,288

$ 1,046,924

Class F

 

 

 

 

Shares sold

9,818

-

$ 110,320

$ -

Reinvestment of distributions

115

-

1,313

-

Shares redeemed

(1,615)

-

(18,371)

-

Net increase (decrease)

8,318

-

$ 93,262

$ -

A Share transactions for Class F are for the period September 24, 2009 (commencement of sale of shares) to August 31, 2010.

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Fixed-Income Trust and the Shareholders of Fidelity U.S. Bond Index 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 U.S. Bond Index Fund (a fund of Fidelity Fixed-Income Trust) at August 31, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity U.S. Bond Index Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2010 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts
October 19, 2010

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, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 189 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. 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.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Kenneth L. Wolfe serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may invest in Fidelity funds that are overseen by such other Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations and Audit Committees. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The funds' Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5092.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

Abigail P. Johnson (48)

 

Year of Election or Appointment: 2009

Ms. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

James C. Curvey (75)

 

Year of Election or Appointment: 2007

Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.

* 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.

Annual Report

Trustees and Officers - continued

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Albert R. Gamper, Jr. (68)

 

Year of Election or Appointment: 2006

Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). He also served as President and Chief Executive Officer of Tyco Capital Corporation (2001-2002). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System. Previously, Mr. Gamper served as Chairman of the Board of Governors, Rutgers University (2004-2007).

Robert F. Gartland (58)

 

Year of Election or Appointment: 2010

Mr. Gartland is a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-present) and is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).

Arthur E. Johnson (63)

 

Year of Election or Appointment: 2008

Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present) and AGL Resources, Inc. (holding company). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson and Ms. Abigail P. Johnson are not related.

Michael E. Kenneally (56)

 

Year of Election or Appointment: 2009

Previously, Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity Fixed Income and Asset Allocation Funds (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003- 2005). Mr. Kenneally was a Director of the Credit Suisse Funds (U.S. mutual funds, 2004-2008) and certain other closed-end funds (2004- 2005) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (69)

 

Year of Election or Appointment: 2007

Mr. Keyes serves as a member of the Boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, since 1998). Prior to his retirement, Mr. Keyes served as Chairman and Chief Executive Officer of Johnson Controls (automotive, building, and energy, 1998-2002) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (63)

 

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. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is an Honorary Trustee of the Brookings Institution and a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California and the Foundation Board of the School of Architecture at the University of Virginia (2007-present). Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).

Kenneth L. Wolfe (71)

 

Year of Election or Appointment: 2005

Mr. Wolfe is Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2008-present). Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Executive Officers:

Correspondence intended for each executive officer may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

John R. Hebble (52)

 

Year of Election or Appointment: 2008 

President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present), Assistant Treasurer of other Fidelity funds (2009- present) and is an employee of Fidelity Investments.

Boyce I. Greer (54)

 

Year of Election or Appointment: 2005

Vice President of Fidelity's Fixed Income Funds and Asset Allocation Funds (2005). Mr. Greer is also a Trustee of other investment companies advised by FMR. Mr. Greer is President of The North Carolina Capital Management Trust: Cash and Term Portfolio (2003-present), the Asset Allocation Division (2008-present), President and a Director of Strategic Advisers, Inc. (2008-present), President of FIMM 130/30 LLC (2008-present), Director of Ballyrock Investment Advisors LLC (2006-present), and an Executive Vice President of FMR (2005-present). Previously, Mr. Greer served as Executive Vice President of FMR Co., Inc. (2005-2009), President and Director of Fidelity Investments Money Management, Inc. (2007-2009) and as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005).

Christopher P. Sullivan (56)

 

Year of Election or Appointment: 2009

Vice President of Fidelity's Bond Funds. Mr. Sullivan also serves as President of Fidelity's Bond Division (2009-present). Mr. Sullivan is Executive Vice President of Fidelity Investments Money Management, Inc. (2009- present), and a Director of Fidelity Management & Research (U.K.) Inc. (2010-present). Previously, Mr. Sullivan served as Managing Director, Co-Head of U.S. Fixed Income at Goldman Sachs Asset Management (2001-2009).

Christine J. Thompson (52)

 

Year of Election or Appointment: 2010

Vice President of Fidelity's Bond Funds. Ms. Thompson also serves as Chief Investment Officer of FMR's Bond Group (2010-present) and is an employee of Fidelity Investments. Previously, Ms. Thompson served as Director of Municipal Bond Portfolio Managers (2002-2010).

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008- present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

David J. Carter (37)

 

Year of Election or Appointment: 2010

Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Carter also serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2005-present).

Holly C. Laurent (56)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006- 2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (51)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Michael H. Whitaker (43)

 

Year of Election or Appointment: 2008

Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker also serves as Chief Compliance Officer of The North Carolina Capital Management Trust: Cash and Term Portfolio (2008-present). Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Jeffrey S. Christian (48)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).

Bryan A. Mehrmann (49)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.

Stephanie J. Dorsey (41)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Adrien E. Deberghes (43)

 

Year of Election or Appointment: 2010

Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Deberghes also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Kenneth B. Robins (41)

 

Year of Election or Appointment: 2009

Assistant Treasurer of the Fidelity Fixed Income and Asset Allocation Funds. Mr. Robins also serves as President and Treasurer of other Fidelity funds (2008-present; 2010-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).

Gary W. Ryan (52)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity U.S. Bond Index Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

 

Pay Date

Record Date

Capital Gains

Class F

10/18/10

10/15/10

$0.058

A total of 20.83% 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 designates $210,840,612 of distributions paid during the period January 1, 2010 to August 31, 2010 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended August 31, 2010 $54,883,077, or, if subsequently determined to be different, the net capital gain of such year.

The fund will notify shareholders in January 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report

Managing Your Investments

Fidelity offers several ways to conveniently manage your workplace benefits (including your workplace savings plan, investments, and additional services) via your telephone or PC. You can access your plan and account information and research your investments 24 hours a day.

By Phone

Fidelity provides a single toll-free number to access plan information, account balances, positions, and quotes*. 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 Workplace
Investing
1-800-835-5092

By PC

Fidelity's web site on the Internet provides a wide range of information, including plan information, daily financial news, fund performance, interactive planning tools, and news about Fidelity products and services.

(computer_graphic)

Fidelity's Web Site
www.401k.com

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains, and the effects of any sales charges.

Annual Report

To Write Fidelity

We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

(letter_graphic)

For Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Investments
Money Management, Inc.

Fidelity Research & Analysis Company

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA 

Fidelity Service Company, Inc.

Boston, MA 

Custodian

The Bank of New York Mellon

New York, NY

UBI-F-ANN-1010
1.899038.100

fid138

Item 2. Code of Ethics

As of the end of the period, August 31, 2010, Fidelity Fixed-Income Trust (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Board of Trustees of the trust has determined that Marie L. Knowles is an audit committee financial expert, as defined in Item 3 of Form N-CSR.   Ms. Knowles is independent for purposes of Item 3 of Form N-CSR.  

Item 4. Principal Accountant Fees and Services

Fees and Services

The following table presents fees billed by PricewaterhouseCoopers LLP ("PwC") in each of the last two fiscal years for services rendered to Fidelity Corporate Bond Fund, Fidelity Investment Grade Bond Fund, Fidelity Series Investment Grade Bond Fund, Fidelity Short-Term Bond Fund and Fidelity U.S. Bond Index Fund (the "Funds"):

Services Billed by PwC

August 31, 2010 FeesA,C

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Corporate Bond Fund

$50,000

$-

$3,200

$500

Fidelity Investment Grade Bond Fund

$113,000

$-

$4,300

$4,600

Fidelity Series Investment Grade Bond Fund

$106,000

$-

$4,300

$8,100

Fidelity Short-Term Bond Fund

$121,000

$-

$4,300

$4,800

Fidelity U.S. Bond Index Fund

$98,000

$-

$4,300

$6,400

August 31, 2009 FeesA,B,C

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Corporate Bond Fund

$-

$-

$-

$-

Fidelity Investment Grade Bond Fund

$112,000

$-

$5,400

$7,700

Fidelity Series Investment Grade Bond Fund

$68,000

$-

$4,300

$4,200

Fidelity Short-Term Bond Fund

$114,000

$-

$5,400

$6,000

Fidelity U.S. Bond Index Fund

$89,000

$-

$4,400

$8,600

A Amounts may reflect rounding.

B Fidelity Series Investment Grade Bond Fund commenced operations on October 8, 2008.

C Fidelity Corporate Bond Fund commenced operations on May 4, 2010.

The following table presents fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte Entities") in each of the last two fiscal years for services rendered to Fidelity Intermediate Bond Fund (the "Fund"):

Services Billed by Deloitte Entities

August 31, 2010 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Intermediate Bond Fund

$166,000

$-

$5,600

$-

August 31, 2009 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Intermediate Bond Fund

$137,000

$-

$5,600

$-

A Amounts may reflect rounding.

The following table presents fees billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Funds and that are rendered on behalf of Fidelity Management & Research Company ("FMR") and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Funds ("Fund Service Providers"):

Services Billed by PwC

 

August 31, 2010A

August 31, 2009A

Audit-Related Fees

$2,130,000

$3,015,000

Tax Fees

$-

$2,000

All Other Fees

$510,000

$-

A Amounts may reflect rounding.

Services Billed by Deloitte Entities

 

August 31, 2010A

August 31, 2009A

Audit-Related Fees

$720,000

$815,000

Tax Fees

$-

$2,000

All Other Fees

$450,000

$405,000

A Amounts may reflect rounding.

"Audit-Related Fees" represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.

"Tax Fees" represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.

"All Other Fees" represent fees billed for assurance services provided to the fund or Fund Service Provider that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.

Assurance services must be performed by an independent public accountant.

* * *

The aggregate non-audit fees billed by PwC and Deloitte Entities for services rendered to the Funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider for each of the last two fiscal years of the Funds are as follows:

Billed By

August 31, 2010 A

August 31, 2009 A

PwC

$5,180,000

$3,920,000

Deloitte Entities

$1,210,000

$1,340,000

A Amounts may reflect rounding.

The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by PwC and Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of PwC and Deloitte Entities in their audits of the Funds, taking into account representations from PwC and Deloitte Entities, in accordance with Public Company Accounting Oversight Board rules, regarding their independence from the Funds and their related entities and FMR's review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.

Audit Committee Pre-Approval Policies and Procedures

The trust's Audit Committee must pre-approve all audit and non-audit services provided by a fund's independent registered public accounting firm relating to the operations or financial reporting of the fund. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund ("Covered Service") are subject to approval by the Audit Committee before such service is provided.

All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.

Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee on a periodic basis.

Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X ("De Minimis Exception")

There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Funds' last two fiscal years relating to services provided to (i) the Funds or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Funds.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the trust's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the trust's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the trust's internal control over financial reporting.

Item 12. Exhibits

(a)

(1)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

 

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Fixed-Income Trust

By:

/s/John R. Hebble

 

John R. Hebble

 

President and Treasurer

 

 

Date:

October 28, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/John R. Hebble

 

John R. Hebble

 

President and Treasurer

 

 

Date:

October 28, 2010

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

October 28, 2010