N-CSRS 1 Main.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-2105

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

245 Summer St., Boston, Massachusetts 02210
(Address of principal executive offices) (Zip code)

Scott C. Goebel, Secretary

245 Summer St.

Boston, Massachusetts 02210
(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:	February 28, 2014

Item 1. Reports to Stockholders

Fidelity®

Conservative Income Bond

Fund

Fidelity Conservative Income Bond

Fund

Institutional Class

Semiannual Report

February 28, 2014

(Fidelity Cover Art)

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit 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 Conservative Income Bond Fund, or 1-877-208-0098 for Institutional Class of the fund 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.

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, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 1, 2013 to February 28, 2014).

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.

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.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio ^B	Beginning Account Value September 1, 2013	Ending Account Value February 28, 2014	Expenses Paid During Period* September 1, 2013 to February 28, 2014
Conservative Income Bond	.40%
Actual		$ 1,000.00	$ 1,002.10	$ 1.99
Hypothetical^A		$ 1,000.00	$ 1,022.81	$ 2.01
Institutional Class	.30%
Actual		$ 1,000.00	$ 1,002.70	$ 1.49
Hypothetical ^A		$ 1,000.00	$ 1,023.31	$ 1.51

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Effective Maturity Diversification
Days	% of Fund's investments 2/28/14	% of Fund's investments 8/31/13
0 - 30	40.9	22.8
31 - 90	12.0	27.9
91 - 180	12.8	10.4
181 - 397	2.8	12.0
> 397	31.5	26.9

The date shown for securities represents the date when principal payments must be paid, taking into account any call options exercised by the issuer and permissible maturity shortening features other than interest rates.

Weighted Average Maturity as of February 28, 2014
		6 months ago
Years	0.7	0.7

This is a weighted average of all the maturities of the securities held in a fund. Weighted Average Maturity (WAM) can be used as a measure of sensitivity to interest rate changes and market changes. Generally, the longer the maturity, the greater the sensitivity to such changes. WAM is based on the dollar-weighted average length of time until principal payments must be paid. Depending on the types of securities held in a fund, certain maturity shortening devices (e.g., demand features, interest rate resets, and call options) may be taken into account when calculating the WAM.

Duration as of February 28, 2014
		6 months ago
Years	0.5	0.4

Duration is a measure of a security's price sensitivity to changes in interest rates. Duration differs from maturity in that it considers a security's interest payments in addition to the amount of time until the security reaches maturity, and also takes into account certain maturity shortening features (e.g., demand features, interest rate resets, and call options) when applicable. Securities with longer durations generally tend to be more sensitive to interest rate changes than securities with shorter durations. A fund with a longer average duration generally can be expected to be more sensitive to interest rate changes than a fund with a shorter average duration.

Asset Allocation (% of fund's net assets)
As of February 28, 2014*			As of August 31, 2013**
	Corporate Bonds 44.6%			Corporate Bonds 54.7%
	Municipal Securities 19.8%			Municipal Securities 10.2%
	Certificates of Deposit 5.8%			Certificates of Deposit 6.9%
	Commercial Paper 4.6%			Commercial Paper 9.2%
	Cash and Cash Equivalents 25.0%			Cash and Cash Equivalents 18.8%
	Net Other Assets (Liabilities) 0.2%			Net Other Assets (Liabilities) 0.2%
* Foreign investments		19.4%	** Foreign investments		26.9%

fcv228753

Semiannual Report

Investments February 28, 2014 (Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 44.6%
	Principal Amount		Value
CONSUMER DISCRETIONARY - 3.0%
Automobiles - 3.0%
Daimler Finance North America LLC:
0.8421% 1/9/15 (b)(c)	$ 35,000,000		$ 35,119,280
0.9176% 8/1/16 (b)(c)	7,540,000		7,579,932
1.0204% 4/10/14 (b)(c)	18,510,000		18,524,456
1.65% 4/10/15 (b)	5,000,000		5,051,750
Volkswagen International Finance NV:
0.8346% 11/20/14 (b)(c)	30,000,000		30,097,830
0.8566% 4/1/14 (b)(c)	1,805,000		1,805,668
0.9959% 3/21/14 (b)(c)	11,000,000		11,003,740
			109,182,656
CONSUMER STAPLES - 0.3%
Beverages - 0.3%
Anheuser-Busch InBev Worldwide, Inc. 5.375% 11/15/14	11,035,000		11,409,649
ENERGY - 1.0%
Oil, Gas & Consumable Fuels - 1.0%
Schlumberger Investment SA 0.7919% 9/12/14 (b)(c)	7,500,000		7,520,040
Total Capital Canada Ltd. 0.6189% 1/15/16 (c)	15,000,000		15,092,970
TransCanada PipeLines Ltd. 0.9269% 6/30/16 (c)	13,084,000		13,183,739
			35,796,749
FINANCIALS - 34.9%
Capital Markets - 1.9%
JPMorgan Chase & Co.:
0.8% 4/23/15	16,000,000		16,043,072
0.8544% 2/26/16 (c)	10,000,000		10,054,190
0.8989% 10/15/15 (c)	20,000,000		20,101,340
1.1% 10/15/15	2,390,000		2,404,087
1.875% 3/20/15	10,000,000		10,137,130
Morgan Stanley 1.4849% 2/25/16 (c)	4,000,000		4,059,164
The Bank of New York Mellon Corp. 0.5054% 7/28/14 (c)	5,000,000		5,004,865
			67,803,848
Commercial Banks - 19.1%
Bank of Montreal 0.7126% 9/11/15 (c)	30,290,000		30,441,935
Bank of Tokyo-Mitsubishi UFJ Ltd.:
0.6844% 2/26/16 (b)(c)	25,000,000		25,026,975
3.85% 1/22/15 (b)	20,051,000		20,610,643
Nonconvertible Bonds - continued
	Principal Amount		Value
FINANCIALS - continued
Commercial Banks - continued
Banque Federative du Credit Mutuel SA:
1.0854% 10/28/16 (b)(c)	$ 26,765,000		$ 26,855,974
1.0871% 1/20/17 (b)(c)	25,000,000		25,007,175
BNP Paribas 2.9951% 12/20/14 (c)	9,000,000		9,189,261
BNP Paribas SA 0.8319% 12/12/16 (c)	14,273,000		14,316,047
BPCE SA:
1.0839% 2/10/17 (c)	15,000,000		15,047,430
1.4886% 4/25/16 (c)	71,375,000		72,251,057
Branch Banking & Trust Co.:
0.5654% 10/28/15 (c)	15,000,000		15,024,690
0.6666% 12/1/16 (c)	10,000,000		10,021,590
Capital One NA 0.6959% 3/22/16 (c)	10,000,000		10,010,370
Commonwealth Bank of Australia:
0.7451% 9/20/16 (b)(c)	10,000,000		10,055,570
0.9739% 3/17/14 (b)(c)	6,116,000		6,117,884
1.0429% 9/18/15 (b)(c)	30,000,000		30,318,780
Credit Agricole SA:
1.0961% 10/3/16 (b)(c)	10,000,000		10,061,210
1.3989% 4/15/16 (b)(c)	21,700,000		21,996,270
Fifth Third Bank 0.7459% 11/18/16 (c)	15,000,000		15,026,475
KeyBank NA 0.7249% 11/25/16 (c)	20,807,000		20,852,068
Lloyds TSB Bank PLC 4.375% 1/12/15 (b)	2,660,000		2,744,061
National Australia Bank Ltd. 0.9617% 4/11/14 (b)(c)	21,950,000		21,964,772
PNC Funding Corp.:
4.25% 9/21/15	7,267,000		7,657,812
5.4% 6/10/14	2,840,000		2,877,522
Royal Bank of Canada:
0.4629% 12/16/15 (c)	20,000,000		20,028,400
0.5379% 4/17/14 (c)	4,850,000		4,851,300
0.7016% 9/9/16 (c)	10,000,000		10,049,920
Societe Generale 3.1% 9/14/15 (b)	16,272,000		16,836,036
Societe Generale SA 1.2917% 4/11/14 (b)(c)	40,000,000		40,036,720
Sumitomo Mitsui Banking Corp.:
0.6704% 1/10/17 (c)	25,000,000		25,063,575
0.9066% 7/19/16 (c)	15,000,000		15,113,610
1.1871% 7/22/14 (b)(c)	4,108,000		4,121,035
1.9% 1/12/15 (b)	5,300,000		5,348,792
Sumitomo Mitsui Trust Bank Ltd. 1.0239% 9/16/16 (b)(c)	5,000,000		5,033,835
The Toronto Dominion Bank 0.7016% 9/9/16 (c)	20,000,000		20,079,820
Nonconvertible Bonds - continued
	Principal Amount		Value
FINANCIALS - continued
Commercial Banks - continued
Union Bank NA 0.9959% 9/26/16 (c)	$ 20,000,000		$ 20,192,940
Wells Fargo & Co.:
1.1659% 6/26/15 (c)	10,000,000		10,107,120
1.25% 2/13/15	5,454,000		5,501,586
Wells Fargo Bank NA 0.5166% 7/20/15 (c)	15,000,000		15,032,880
Westpac Banking Corp. 1.0059% 9/25/15 (c)	50,000,000		50,418,600
			691,291,740
Consumer Finance - 4.1%
American Express Credit Corp.:
0.6866% 11/13/15 (c)	20,000,000		20,097,040
0.7461% 7/29/16 (c)	10,000,000		10,088,720
1.3419% 6/12/15 (c)	15,000,000		15,194,430
Capital One Financial Corp.:
0.8765% 11/6/15 (c)	5,000,000		5,016,380
1.3889% 7/15/14 (c)	3,865,000		3,876,908
2.15% 3/23/15	3,245,000		3,299,905
Caterpillar Financial Services Corp. 0.4744% 2/26/16 (c)	7,283,000		7,299,664
Ford Motor Credit Co. LLC:
1.3333% 8/28/14 (c)	11,400,000		11,448,678
8.7% 10/1/14	5,840,000		6,109,160
General Electric Capital Corp.:
0.5029% 9/15/14 (c)	5,000,000		5,006,120
0.8394% 1/8/16 (c)	5,271,000		5,309,041
0.8699% 4/7/14 (c)	6,269,000		6,272,824
0.8917% 7/12/16 (c)	15,000,000		15,144,315
0.9371% 4/24/14 (c)	25,000,000		25,018,725
2.15% 1/9/15	9,380,000		9,527,060
			148,708,970
Diversified Financial Services - 9.7%
Bank of America Corp.:
1.0659% 3/22/16 (c)	23,550,000		23,703,452
1.5% 10/9/15	10,850,000		10,966,388
1.7917% 7/11/14 (c)	3,683,000		3,699,655
4.75% 8/1/15	5,410,000		5,711,867
5.375% 6/15/14	25,000,000		25,331,875
Barclays Bank PLC 5.2% 7/10/14	11,645,000		11,839,460
BP Capital Markets PLC:
0.5665% 11/6/15 (c)	20,000,000		20,066,680
Nonconvertible Bonds - continued
	Principal Amount		Value
FINANCIALS - continued
Diversified Financial Services - continued
BP Capital Markets PLC: - continued
0.8426% 3/11/14 (c)	$ 5,575,000		$ 5,575,541
Citigroup, Inc.:
0.5156% 11/5/14 (c)	39,157,000		39,164,440
0.9159% 11/15/16 (c)	10,000,000		10,049,380
1.0366% 4/1/16 (c)	3,489,000		3,509,882
1.1766% 4/1/14 (c)	3,936,000		3,938,322
1.1986% 7/25/16 (c)	30,000,000		30,334,620
2.25% 8/7/15	25,000,000		25,503,925
4.587% 12/15/15	10,000,000		10,646,610
Deutsche Bank AG London Branch 0.8466% 2/13/17 (c)	15,000,000		15,060,855
ING Bank NV:
1.6416% 6/9/14 (b)(c)	4,500,000		4,514,319
1.8859% 9/25/15 (b)(c)	6,922,000		7,070,442
JPMorgan Chase & Co.:
2.6% 1/15/16	20,140,000		20,796,403
3.4% 6/24/15	36,896,000		38,214,183
MetLife Institutional Funding II:
0.6129% 1/6/15 (b)(c)	25,000,000		25,068,575
1.1429% 4/4/14 (b)(c)	12,906,000		12,915,731
			353,682,605
Insurance - 0.1%
Metropolitan Life Global Funding I 0.7689% 7/15/16 (b)(c)	5,000,000		5,034,215
TOTAL FINANCIALS			1,266,521,378
HEALTH CARE - 0.7%
Pharmaceuticals - 0.7%
AbbVie, Inc. 0.9965% 11/6/15 (c)	12,000,000		12,124,392
Teva Pharmaceutical Finance III BV 0.7459% 3/21/14 (c)	13,375,000		13,377,809
			25,502,201
Nonconvertible Bonds - continued
	Principal Amount		Value
INFORMATION TECHNOLOGY - 1.4%
Computers & Peripherals - 0.7%
Hewlett-Packard Co.:
0.6333% 5/30/14 (c)	$ 12,961,000		$ 12,968,945
2.2% 12/1/15	13,000,000		13,308,750
			26,277,695
IT Services - 0.7%
The Western Union Co. 1.2336% 8/21/15 (c)	15,000,000		15,111,840
Xerox Corp. 1.0559% 5/16/14 (c)	8,046,000		8,053,821
			23,165,661
TOTAL INFORMATION TECHNOLOGY			49,443,356
MATERIALS - 1.0%
Metals & Mining - 1.0%
Rio Tinto Finance (U.S.A.) PLC:
0.7944% 6/19/15 (c)	30,000,000		30,100,530
1.0839% 6/17/16 (c)	5,500,000		5,547,377
			35,647,907
TELECOMMUNICATION SERVICES - 2.3%
Diversified Telecommunication Services - 2.3%
AT&T, Inc. 0.6189% 2/12/16 (c)	2,031,000		2,034,546
BellSouth Corp. 4.117% 4/26/21 (b)(c)	40,000,000		40,191,920
Verizon Communications, Inc. 1.7729% 9/15/16 (c)	40,000,000		41,112,360
			83,338,826
TOTAL NONCONVERTIBLE BONDS (Cost $1,610,163,162)		1,616,842,722
Municipal Securities - 19.8%

Alaska Hsg. Fin. Corp. Home Mtg. Rev. Series 2007, 0.19% 3/7/14 (Liquidity Facility Landesbank Baden-Wuerttemberg New York Branch), VRDN (c)	63,545,000		63,545,000
Berkeley County Indl. Dev. Rev. (Nucor Corp. Proj.) Series 1995, 0.34% 3/7/14, VRDN (c)(d)	200,000		200,000
Charleston Edl. Excellence Fing. Corp. Rev. Participating VRDN Series ROC II R 471, 0.05% 3/7/14 (Liquidity Facility Citibank NA) (c)(e)	24,750,000		24,750,000
Municipal Securities - continued
	Principal Amount		Value
Clark County Fuel Tax Series 2008 A, 0.28% 3/7/14 (Liquidity Facility Landesbank Baden-Wurttemberg), VRDN (c)(d)	$ 36,805,000		$ 36,805,000
Decatur Indl. Dev. Board Exempt Facilities Rev. (Nucor Steel Decatur LLC Proj.) Series 2003 A, 0.34% 3/7/14, VRDN (c)(d)	23,160,000		23,160,000
District of Columbia Hsg. Fin. Agcy. Multi-family Hsg. Rev. (WDC I LP Dev. Proj.) Series 2000, 0.22% 3/7/14, LOC SunTrust Banks, Inc., VRDN (c)(d)	5,765,000		5,765,000
Harris County Indl. Dev. Corp. Solid Waste Disp. Rev. (Deer Park Refining Ltd. Partnership Proj.):
Series 2002, 0.33% 3/3/14, VRDN (c)(d)	64,400,000		64,400,000
Series 2004 A, 0.28% 3/3/14, VRDN (c)	66,010,000		66,010,000
Illinois Gen. Oblig. Series 2011, 4.026% 3/1/14	21,100,000		21,100,000
Indiana Dev. Fin. Auth. Envir. Rev. (PSI Energy Proj.) Series 2003 B, 0.3% 3/7/14, VRDN (c)(d)	9,950,000		9,950,000
Los Angeles Reg'l. Arpts. Impt. Rev. (Compagne Nationale Air France Int'l. Arpt. Proj.) Series 1991, 0.4% 3/7/14, LOC Societe Generale, VRDN (c)(d)	1,425,000		1,425,000
Maryland Health & Higher Edl. Facilities Auth. Rev. Series 2002, 0.09% 3/7/14, LOC SunTrust Banks, Inc., VRDN (c)	6,375,000		6,375,000
Massachusetts Wtr. Resources Auth. Wtr. & Swr. Rev. Participating VRDN Series DCL 08 005, 0.27% 3/7/14 (Liquidity Facility Dexia Cr. Local SA) (c)(e)	14,805,000		14,805,000
Memphis-Shelby County Indl. Dev. Board Facilities Rev. Series 2007, 0.34% 3/7/14, VRDN (c)(d)	3,000,000		3,000,000
Mercer County Gen. Oblig. Series 2011, 0.18% 3/7/14 (Liquidity Facility PNC Bank NA), VRDN (c)	8,300,000		8,300,000
New York City Gen. Oblig. Series 2008 J, 0.45% 3/7/14 (Liquidity Facility Dexia Cr. Local SA), VRDN (c)	38,240,000		38,240,000
New York Hsg. Fin. Agcy. Rev. Series 2005 A, 0.07% 3/7/14, LOC Landesbank Hessen-Thuringen, VRDN (c)(d)	19,100,000		19,100,000
New York Metropolitan Trans. Auth. Rev. Participating VRDN Series ROC II R 11711, 0.28% 3/7/14 (Liquidity Facility Citibank NA) (c)(e)	23,300,000		23,300,000
Port Arthur Navigation District Envir. Facilities Rev. (Motiva Enterprises LLC Proj.):
Series 2001 A, 0.28% 3/3/14, VRDN (c)	50,375,000		50,375,000
Series 2004, 0.45% 3/7/14, VRDN (c)(d)	12,000,000		12,000,000
Series 2010 B, 0.28% 3/3/14, VRDN (c)	30,815,000		30,815,000
Series 2010 C, 0.28% 3/3/14, VRDN (c)	66,600,000		66,600,000
Series 2010 D, 0.28% 3/3/14, VRDN (c)	10,000,000		10,000,000
Municipal Securities - continued
	Principal Amount		Value
Saint James Parish Gen. Oblig. (Nucor Steel Louisiana LLC Proj.):
Series 2010 A1, 0.31% 3/7/14, VRDN (c)	$ 11,550,000		$ 11,550,000
Series 2010 B1, 0.3% 3/7/14, VRDN (c)	47,100,000		47,100,000
South Carolina Pub. Svc. Auth. (Santee Cooper) Rev. Oblig. Series 2013 D, 1.034% 6/1/15 (c)	40,000,000		40,176,400
Stanton County Indl. Dev. Rev. Series 1998, 0.34% 3/7/14, VRDN (c)(d)	1,200,000		1,200,000
Washington Gen. Oblig. Participating VRDN Series DB 606, 0.05% 3/7/14 (Liquidity Facility Deutsche Bank AG) (c)(e)	5,600,000		5,600,000
Washington Health Care Facilities Auth. Rev. Participating VRDN Series MS 3354, 0.23% 3/7/14 (Liquidity Facility Morgan Stanley Bank, West Valley City Utah) (c)(e)	12,855,000		12,855,000
TOTAL MUNICIPAL SECURITIES (Cost $718,325,000)		718,501,400
Certificates of Deposit - 5.8%

Bank of Nova Scotia yankee 0.6826% 9/11/15 (c)	15,000,000		15,063,840
Barclays Bank PLC yankee:
0.56% 10/30/14	25,000,000		25,033,693
0.68% 8/18/14	75,000,000		75,152,676
BNP Paribas New York Branch yankee 0.6% 8/19/14	25,000,000		25,034,468
Lloyds TSB Bank PLC New York Branch yankee 0.56% 8/25/14	30,000,000		30,044,331
Sumitomo Mitsui Banking Corp. yankee 0.6466% 4/1/15 (c)	40,000,000		40,077,280
TOTAL CERTIFICATES OF DEPOSIT (Cost $209,984,755)		210,406,288
Commercial Paper - 4.6%

ABN AMRO Funding U.S.A. LLC 0.35% 6/18/14	41,675,000		41,646,094
BPCE SA yankee 0.46% 8/1/14	44,000,000		43,929,921
Credit Agricole North America yankee 0.45% 3/3/14	30,000,000		29,999,751
Societe Generale North America, Inc. yankee 0.44% 3/3/14	50,000,000		49,999,585
TOTAL COMMERCIAL PAPER (Cost $165,542,844)		165,575,351

Money Market Funds - 15.5%
	Shares		Value
Fidelity Cash Central Fund, 0.10% (a) (Cost $563,947,948)	563,947,948		$ 563,947,948
Cash Equivalents - 9.5%
	Maturity Amount
With:
Mizuho Securities U.S.A., Inc. at 1.4%, dated:
10/22/13 due 4/17/14 (Collateralized by Corporate Obligations valued at $59,135,291, 0%- 6.54%, 4/15/14 - 12/25/43)	$ 55,378,583		55,021,450
1/15/14 due 8/12/14 (Collateralized by Mortgage Loan Obligations valued at $69,111,031, 0%- 7.38%, 4/15/14 - 6/25/47)	65,528,306		65,086,450
Morgan Stanley & Co., Inc. at:
1.5%, dated 9/5/13 due 6/4/14 (Collateralized by Corporate Obligations valued at $32,641,650, 5.37%- 8.15%, 3/15/19 - 11/10/45)	30,340,000		30,002,100
1.56%, dated 6/11/13 due 3/7/14 (Collateralized by Corporate Obligations valued at $102,774,711, 0%- 13.5%, 11/20/14 - 8/15/56)	96,107,383		95,007,600
RBS Securities, Inc. at 1.6%, dated 7/9/13 due 7/2/14 (Collateralized by U.S. Government Obligations valued at $104,764,519, 0.56%- 11.5%, 6/1/17 - 1/20/64)	101,591,111		100,017,000
TOTAL CASH EQUIVALENTS (Cost $345,000,000)		345,134,600
TOTAL INVESTMENT PORTFOLIO - 99.8% (Cost $3,612,963,709)			3,620,408,309
NET OTHER ASSETS (LIABILITIES) - 0.2%			5,942,975
NET ASSETS - 100%		$ 3,626,351,284

Security Type Abbreviations
VRDN	-	Variable Rate Demand Note (A debt instrument that is payable upon demand, either daily, weekly or monthly)

Legend

(a) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

(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 $483,633,630 or 13.3% of net assets.

(d) Private activity obligations whose interest is subject to the federal alternative minimum tax for individuals.

(e) Provides evidence of ownership in one or more underlying municipal bonds.

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 155,742

Other Information

The following is a summary of the inputs used, as of February 28, 2014, 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 Investment 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	$ 1,616,842,722	$ -	$ 1,616,842,722	$ -
Municipal Securities	718,501,400	-	718,501,400	-
Certificates of Deposit	210,406,288	-	210,406,288	-
Commercial Paper	165,575,351	-	165,575,351	-
Money Market Funds	563,947,948	563,947,948	-	-
Cash Equivalents	345,134,600	-	345,134,600	-
Total Investments in Securities:	$ 3,620,408,309	$ 563,947,948	$ 3,056,460,361	$ -

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

United States of America	80.6%
France	5.8%
Australia	3.3%
Canada	3.1%
Japan	2.7%
United Kingdom	2.0%
Netherlands	1.5%
Others (Individually Less Than 1%)	1.0%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	February 28, 2014 (Unaudited)

Assets
Investment in securities, at value (including repurchase agreements of $345,134,600) - See accompanying schedule: Unaffiliated issuers (cost $3,049,015,761)	$ 3,056,460,361
Fidelity Central Funds (cost $563,947,948)	563,947,948
Total Investments (cost $3,612,963,709)		$ 3,620,408,309
Receivable for fund shares sold		4,100,625
Interest receivable		9,084,366
Distributions receivable from Fidelity Central Funds		36,663
Receivable from investment adviser for expense reductions		124,520
Total assets		3,633,754,483

Liabilities
Payable for fund shares redeemed	$ 6,121,855
Distributions payable	170,673
Accrued management fee	895,494
Other affiliated payables	215,177
Total liabilities		7,403,199

Net Assets		$ 3,626,351,284
Net Assets consist of:
Paid in capital		$ 3,618,387,263
Undistributed net investment income		3,409
Accumulated undistributed net realized gain (loss) on investments		516,012
Net unrealized appreciation (depreciation) on investments		7,444,600
Net Assets		$ 3,626,351,284

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

Semiannual Report

Statement of Assets and Liabilities - continued

	February 28, 2014 (Unaudited)

Conservative Income Bond: Net Asset Value, offering price and redemption price per share ($1,569,936,121 ÷ 156,310,541 shares)		$ 10.04

Institutional Class: Net Asset Value, offering price and redemption price per share ($2,056,415,163 ÷ 204,745,742 shares)		$ 10.04

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended February 28, 2014 (Unaudited)

Investment Income
Interest		$ 12,618,812
Income from Fidelity Central Funds		155,742
Total income		12,774,554

Expenses
Management fee	$ 5,027,753
Transfer agent fees	1,219,817
Independent trustees' compensation	6,210
Miscellaneous	2,659
Total expenses before reductions	6,256,439
Expense reductions	(487,864)	5,768,575
Net investment income (loss)		7,005,979
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers		589,176
Change in net unrealized appreciation (depreciation) on investment securities		2,752,932
Net gain (loss)		3,342,108
Net increase (decrease) in net assets resulting from operations		$ 10,348,087

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended February 28, 2014 (Unaudited)	Year ended August 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 7,005,979	$ 14,992,291
Net realized gain (loss)	589,176	1,371,331
Change in net unrealized appreciation (depreciation)	2,752,932	336,701
Net increase (decrease) in net assets resulting from operations	10,348,087	16,700,323
Distributions to shareholders from net investment income	(7,065,309)	(14,973,407)
Distributions to shareholders from net realized gain	(947,987)	(917,202)
Total distributions	(8,013,296)	(15,890,609)
Share transactions - net increase (decrease)	616,245,634	1,230,532,924
Total increase (decrease) in net assets	618,580,425	1,231,342,638

Net Assets
Beginning of period	3,007,770,859	1,776,428,221
End of period (including undistributed net investment income of $3,409 and undistributed net investment income of $62,739, respectively)	$ 3,626,351,284	$ 3,007,770,859

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

Semiannual Report

Financial Highlights - Conservative Income Bond

	Six months ended February 28, 2014	Years ended August 31,
	(Unaudited)	2013	2012	2011 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 10.04	$ 10.03	$ 9.99	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	.018	.057	.072	.017
Net realized and unrealized gain (loss)	.003	.015	.037	(.011)
Total from investment operations	.021	.072	.109	.006
Distributions from net investment income	(.018)	(.058)	(.069)	(.016)
Distributions from net realized gain	(.003)	(.004)	-	-
Total distributions	(.021)	(.062)	(.069)	(.016)
Net asset value, end of period	$ 10.04	$ 10.04	$ 10.03	$ 9.99
Total Return ^{B, C}	.21%	.72%	1.09%	.06%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.40% ^A	.40%	.40%	.40% ^A
Expenses net of fee waivers, if any	.40% ^A	.40%	.40%	.40% ^A
Expenses net of all reductions	.40% ^A	.40%	.40%	.40% ^A
Net investment income (loss)	.37% ^A	.57%	.72%	.35% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,569,936	$ 1,412,589	$ 824,998	$ 313,082
Portfolio turnover rate ^F	74% ^A	47%	31%	18% ^I

^A Annualized

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

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

^D Calculated based on average shares outstanding during the period.

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

^G For the period March 3, 2011 (commencement of operations) to August 31, 2011.

^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.

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended February 28, 2014	Years ended August 31,
	(Unaudited)	2013	2012	2011 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 10.04	$ 10.03	$ 9.99	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	.023	.067	.082	.022
Net realized and unrealized gain (loss)	.004	.015	.037	(.011)
Total from investment operations	.027	.082	.119	.011
Distributions from net investment income	(.024)	(.068)	(.079)	(.021)
Distributions from net realized gain	(.003)	(.004)	-	-
Total distributions	(.027)	(.072)	(.079)	(.021)
Net asset value, end of period	$ 10.04	$ 10.04	$ 10.03	$ 9.99
Total Return ^{B, C}	.27%	.82%	1.20%	.11%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.35% ^A	.35%	.35%	.35% ^A
Expenses net of fee waivers, if any	.30% ^A	.30%	.30%	.30% ^A
Expenses net of all reductions	.30% ^A	.30%	.30%	.30% ^A
Net investment income (loss)	.47% ^A	.67%	.82%	.44% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,056,415	$ 1,595,181	$ 951,430	$ 211,344
Portfolio turnover rate ^F	74% ^A	47%	31%	18% ^I

^A Annualized

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

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

^D Calculated based on average shares outstanding during the period.

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

^G For the period March 3, 2011 (commencement of operations) to August 31, 2011.

^I Amount not annualized.

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

Semiannual Report

Notes to Financial Statements

For the period ended February 28, 2014 (Unaudited)

1. Organization.

Fidelity® Conservative Income Bond Fund (the Fund) is a fund of Fidelity Salem Street Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Conservative Income 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.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser 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.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website 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. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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)

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 third party pricing vendors or from brokers who make markets in such securities. Corporate bonds, municipal securities, commercial paper and certificates of deposit are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities 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 (NAV) each business day and are categorized as Level 1 in the hierarchy. Short-term securities with remaining maturities of sixty days or less may be valued at amortized cost, which approximates fair value, and are categorized as Level 2 in the hierarchy.

Semiannual Report

3. Significant Accounting Policies - continued

Investment 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 February 28, 2014 is included at the end of the Fund's Schedule of Investments.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily 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 may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. 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 under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to 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	$ 7,513,991
Gross unrealized depreciation	(69,393)
Net unrealized appreciation (depreciation) on securities and other investments	$ 7,444,598

Tax cost	$ 3,612,963,711

Repurchase Agreements. Pursuant to an Exemptive Order issued by the SEC, the Fund along with other registered investment companies having management contracts with FMR, or other affiliated entities of FMR, are permitted 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 may be collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

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

Semiannual Report

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $719,516,320 and $683,052,732, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) 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 .30% of the Fund's average net assets. Under the management contract, the investment adviser pays all other fund-level expenses, except the compensation of the independent Trustees and certain other expenses such as interest expense.

For the period, transfer agent fees for each class were as follows:

	Amount
Conservative Income Bond	$ 763,717
Institutional Class	456,100
	$ 1,219,817

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 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 $2,659 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

7. Expense Reductions.

The investment adviser contractually agreed to reimburse Institutional Class to the extent annual operating expenses exceeded .30% of average net assets. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement. During the period this reimbursement reduced Institutional Class' expenses by $486,719.

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 $171.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $974.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended February 28, 2014	Year ended August 31, 2013
From net investment income
Conservative Income Bond	$ 2,796,701	$ 6,076,742
Institutional Class	4,268,608	8,896,665
Total	$ 7,065,309	$ 14,973,407
From net realized gain
Conservative Income Bond	$ 441,732	$ 406,894
Institutional Class	506,255	510,308
Total	$ 947,987	$ 917,202

9. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended February 28, 2014	Year ended August 31, 2013	Six months ended February 28, 2014	Year ended August 31, 2013
Conservative Income Bond
Shares sold	68,963,126	143,177,572	$ 692,420,110	$ 1,437,298,592
Reinvestment of distributions	273,841	580,539	2,749,339	5,827,311
Shares redeemed	(53,669,523)	(85,264,611)	(538,879,877)	(855,901,233)
Net increase (decrease)	15,567,444	58,493,500	$ 156,289,572	$ 587,224,670

Semiannual Report

9. Share Transactions - continued

	Shares		Dollars
	Six months ended February 28, 2014	Year ended August 31, 2013	Six months ended February 28, 2014	Year ended August 31, 2013
Institutional Class
Shares sold	90,737,747	135,638,647	$ 911,030,862	$ 1,361,589,227
Reinvestment of distributions	386,553	757,929	3,880,988	7,607,990
Shares redeemed	(45,313,316)	(72,316,188)	(454,955,788)	(725,888,963)
Net increase (decrease)	45,810,984	64,080,388	$ 459,956,062	$ 643,308,254

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.

At the end of period, Strategic Advisers Short Duration Fund was the owner of record of approximately 11% of the total outstanding shares of the Fund.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Conservative Income Bond Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established four standing committees, Operations, Audit, Fair Valuation, and Governance and Nominating, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Operations Committee, of which all of the Independent Trustees are members, meets regularly throughout the year and, among other matters, considers matters specifically related to the annual consideration of the renewal of the fund's Advisory Contracts. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its September 2013 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is part of the Fidelity family of funds.

Semiannual Report

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board also noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. Further, the Board believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered Fidelity's trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, 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; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the growth of fund assets over time 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 telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (v) rationalizing product lines and gaining increased efficiencies through the combination of several funds with other funds; (vi) strengthening Fidelity's index fund offerings by reducing investment minimums and adopting or lowering existing expense caps for certain funds and classes; (vii) enhancing Global Asset Allocation product offerings by launching new funds and strategies, including "open architecture" target date funds that utilize affiliated and unaffiliated sub-advisers; (viii) modifying the eligibility criteria for Institutional Class shares of Advisor funds to increase their marketability to a portion of the defined contribution plan market; (ix) creating a new low-cost retirement share class for certain Advisor funds to appeal to large retirement plans; (x) transitioning the management of certain Fidelity commodity funds to Geode Capital Management LLC, a registered commodity pool operator, while retaining administrative responsibilities for the funds; and (xi) taking steps toward establishing a new Fidelity adviser to manage sector-based funds and products.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund for different time periods, measured against a securities market index ("benchmark index") and a peer group of mutual funds with similar objectives ("peer group"). In its evaluation of fund investment performance at meetings throughout the year, the Board gave particular attention to information indicating underperformance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for such underperformance.

Semiannual Report

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on gross performance (before fees and expenses but after transaction costs) compared to appropriate benchmark indices, over appropriate time periods that may include full market cycles, and on net performance (after fees and expenses) compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; expectations for interest rate levels and credit conditions; issuer-specific information including credit quality; tactical opportunities for investment; the potential for incremental return versus the fund's benchmark index weighed against the risks involved in obtaining that incremental return, including the risk of diminished or negative total returns; and fund cash flows and other factors. Depending on the circumstances, the Independent Trustees may be satisfied with a fund's performance notwithstanding that it lags its benchmark index or peer group for certain periods.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index for the most recent one-year period.

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

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 50% would mean that half of the funds in the Total Mapped Group had higher, and half had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board. Because the vast majority of competitor funds' management fees do not cover non-management expenses, for a more meaningful comparison of management fees, the fund is compared on the basis of a hypothetical "net management fee," which is derived by subtracting payments made by FMR for "fund-level" non-management expenses (including pricing and bookkeeping fees and fees paid to non-affiliated custodians) from the fund's management fee. In this regard, the Board considered that net management fees can vary from year to year because of differences in "fund-level" non-management expenses. The Board noted, however, that FMR does not pay transfer agent fees or other "class-level" expenses under the fund's management contract.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Conservative Income Bond Fund

Semiannual Report

fcv228755

The Board noted that the fund's hypothetical net management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2012.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

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

The Board noted that the total expense ratio of each class ranked below its competitive median for 2012.

The Board further considered that FMR contractually agreed to reimburse Institutional Class of the fund to the extent that total expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of average net assets, exceed 0.30% through October 29, 2013.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other mutual funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

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

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

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

Semiannual Report

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) Fidelity's fund profitability methodology, profitability trends for certain funds, and the impact of certain factors on fund profitability results; (ii) portfolio manager changes that have occurred during the past year and the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, including its effects on fund profitability, the rationale for the compensation structure, and the extent to which current market conditions have affected retention and recruitment; (iv) the arrangements with and compensation paid to certain fund sub-advisers on behalf of the Fidelity funds; (v) Fidelity's fee structures, including the group fee structure and definition of group assets, and the rationale for recommending different fees among different categories of funds and classes; (vi) Fidelity's voluntary waiver of its fees to maintain minimum yields for certain money market funds and classes as well as contractual waivers in place for certain funds; (vii) the methodology with respect to competitive fund data and peer group classifications; (viii) Fidelity's transfer agent fee, expense, and service structures for different funds and classes, and the impact of the increased use of omnibus accounts; and (ix) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends and methodologies for total expense competitive comparisons, and actions that might be taken by Fidelity to reduce total expense ratios for certain funds and classes or to achieve further economies of scale.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

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

Smithfield, RI

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

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®) fcv228757
1-800-544-5555

Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

FCV-USAN-0414
1.924091.102

(Fidelity Investment logo)(registered trademark)

Fidelity Advisor®

Corporate Bond

Fund - Institutional Class

Semiannual Report

February 28, 2014

(Fidelity Cover Art)

Institutional Class
is a class of Fidelity®
Corporate Bond Fund

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit 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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (September 1, 2013 to February 28, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value September 1, 2013	Ending Account Value February 28, 2014	Expenses Paid During Period* September 1, 2013 to February 28, 2014
Class A	.80%
Actual		$ 1,000.00	$ 1,053.90	$ 4.07
Hypothetical^A		$ 1,000.00	$ 1,020.83	$ 4.01
Class T	.85%
Actual		$ 1,000.00	$ 1,053.60	$ 4.33
Hypothetical^A		$ 1,000.00	$ 1,020.58	$ 4.26
Class C	1.56%
Actual		$ 1,000.00	$ 1,050.00	$ 7.93
Hypothetical^A		$ 1,000.00	$ 1,017.06	$ 7.80
Corporate Bond	.45%
Actual		$ 1,000.00	$ 1,055.70	$ 2.29
Hypothetical^A		$ 1,000.00	$ 1,022.56	$ 2.26
Institutional Class	.52%
Actual		$ 1,000.00	$ 1,055.40	$ 2.65
Hypothetical^A		$ 1,000.00	$ 1,022.22	$ 2.61

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (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.

In addition to the expenses noted above, the Fund also indirectly bears its proportional share of the expenses of the underlying Fidelity Central Funds. Annualized expenses of the underlying non-money market Fidelity Central Funds as of their most recent fiscal half year were less than .01%.

Semiannual 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 the investments of Fidelity's fixed-income central funds.

Quality Diversification (% of fund's net assets)
As of February 28, 2014		As of August 31, 2013
	U.S. Government and U.S. Government Agency Obligations 1.7%		U.S. Government and U.S. Government Agency Obligations 2.6%
	AAA 0.7%		AAA 0.7%
	AA 2.2%		AA 1.5%
	A 21.4%		A 33.1%
	BBB 56.9%		BBB 49.8%
	BB and Below 11.4%		BB and Below 8.0%
	Not Rated 0.0%		Not Rated 0.1%
	Short-Term Investments and Net Other Assets 5.7%		Short-Term Investments and Net Other Assets 4.2%

bdi187489

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 date indicated and do not reflect subsequent changes. Securities rated BB or below were rated investment grade at the time of acquisition.

Weighted Average Maturity as of February 28, 2014
		6 months ago
Years	10.5	9.6

Duration as of February 28, 2014
		6 months ago
Years	6.8	6.6

Asset Allocation (% of fund's net assets)
As of February 28, 2014*			As of August 31, 2013**
	Corporate Bonds 86.8%			Corporate Bonds 89.2%
	U.S. Government and U.S. Government Agency Obligations 1.7%			U.S. Government and U.S. Government Agency Obligations 2.6%
	Municipal Bonds 4.5%			Municipal Bonds 3.3%
	Other Investments 1.3%			Other Investments 0.7%
	Short-Term Investments and Net Other Assets (Liabilities) 5.7%			Short-Term Investments and Net Other Assets (Liabilities) 4.2%
* Foreign investments		12.0%	** Foreign investments		12.3%

bdi187501

A 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 it's investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable.

Semiannual Report

Investments February 28, 2014 (Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 83.2%
	Principal Amount		Value
CONSUMER DISCRETIONARY - 8.3%
Automobiles - 1.0%
Daimler Finance North America LLC:
1.95% 3/28/14 (c)	$ 450,000		$ 450,395
2.3% 1/9/15 (c)	1,250,000		1,268,919
Ford Motor Co. 4.75% 1/15/43	3,184,000		3,079,504
Volkswagen International Finance NV 2.375% 3/22/17 (c)	2,050,000		2,120,725
			6,919,543
Diversified Consumer Services - 0.2%
Ingersoll-Rand Global Holding Co. Ltd.:
4.25% 6/15/23 (c)	549,000		563,608
5.75% 6/15/43 (c)	396,000		435,859
			999,467
Household Durables - 1.5%
D.R. Horton, Inc. 3.75% 3/1/19	4,500,000		4,545,000
Toll Brothers Finance Corp. 4.375% 4/15/23	5,750,000		5,563,125
			10,108,125
Media - 4.2%
Comcast Corp. 6.4% 3/1/40	1,150,000		1,416,685
COX Communications, Inc. 3.25% 12/15/22 (c)	301,000		283,248
DIRECTV Holdings LLC/DIRECTV Financing, Inc. 3.5% 3/1/16	220,000		231,066
Discovery Communications LLC:
4.875% 4/1/43	4,162,000		4,036,145
6.35% 6/1/40	221,000		256,274
NBCUniversal, Inc.:
3.65% 4/30/15	129,000		133,708
5.15% 4/30/20	3,625,000		4,145,122
News America Holdings, Inc. 7.75% 12/1/45	111,000		152,657
News America, Inc.:
6.15% 2/15/41	4,800,000		5,568,859
6.9% 8/15/39	300,000		374,232
Thomson Reuters Corp. 1.3% 2/23/17	305,000		304,772
Time Warner Cable, Inc.:
4.5% 9/15/42	2,168,000		1,975,113
5.875% 11/15/40	1,207,000		1,302,744
6.75% 7/1/18	700,000		825,223
8.25% 4/1/19	1,856,000		2,337,153
Time Warner, Inc.:
4.75% 3/29/21	1,750,000		1,925,571
Nonconvertible Bonds - continued
	Principal Amount		Value
CONSUMER DISCRETIONARY - continued
Media - continued
Time Warner, Inc.: - continued
6.2% 3/15/40	$ 1,700,000		$ 1,947,659
Viacom, Inc.:
1.25% 2/27/15	390,000		392,272
3.5% 4/1/17	34,000		36,229
			27,644,732
Specialty Retail - 1.4%
AutoZone, Inc. 3.7% 4/15/22	253,000		252,910
Home Depot, Inc. 5.95% 4/1/41	941,000		1,149,084
Lowe's Companies, Inc. 5.125% 11/15/41	650,000		698,108
Turlock Corp. 1.5% 11/2/17	7,000,000		7,008,456
			9,108,558
TOTAL CONSUMER DISCRETIONARY			54,780,425
CONSUMER STAPLES - 5.2%
Beverages - 2.1%
Anheuser-Busch InBev Finance, Inc. 2.15% 2/1/19	5,000,000		5,044,180
Diageo Capital PLC 1.5% 5/11/17	2,500,000		2,520,543
FBG Finance Ltd. 5.125% 6/15/15 (c)	282,000		297,392
Heineken NV:
1.4% 10/1/17 (c)	287,000		286,344
4% 10/1/42 (c)	96,000		85,701
SABMiller Holdings, Inc.:
1.85% 1/15/15 (c)	2,760,000		2,793,137
2.45% 1/15/17 (c)	2,655,000		2,743,053
			13,770,350
Food & Staples Retailing - 0.6%
Walgreen Co.:
1.8% 9/15/17	234,000		237,002
3.1% 9/15/22	3,607,000		3,484,643
4.4% 9/15/42	124,000		117,167
			3,838,812
Food Products - 0.0%
ConAgra Foods, Inc. 1.9% 1/25/18	285,000		284,573
Tobacco - 2.5%
Altria Group, Inc.:
2.85% 8/9/22	2,500,000		2,344,755
4% 1/31/24	529,000		529,127
Nonconvertible Bonds - continued
	Principal Amount		Value
CONSUMER STAPLES - continued
Tobacco - continued
Altria Group, Inc.: - continued
4.125% 9/11/15	$ 2,100,000		$ 2,209,914
5.375% 1/31/44	905,000		944,850
9.7% 11/10/18	3,062,000		4,071,474
Philip Morris International, Inc. 4.375% 11/15/41	2,100,000		1,999,515
Reynolds American, Inc.:
1.05% 10/30/15	660,000		662,255
3.25% 11/1/22	3,304,000		3,141,625
4.75% 11/1/42	470,000		441,645
6.75% 6/15/17	384,000		444,546
			16,789,706
TOTAL CONSUMER STAPLES			34,683,441
ENERGY - 8.9%
Energy Equipment & Services - 2.0%
Cameron International Corp. 1.6% 4/30/15	259,000		261,697
DCP Midstream LLC:
4.75% 9/30/21 (c)	158,000		162,499
5.35% 3/15/20 (c)	3,116,000		3,370,493
5.85% 5/21/43 (c)(e)	7,500,000		7,031,250
El Paso Pipeline Partners Operating Co. LLC 6.5% 4/1/20	658,000		760,839
Noble Holding International Ltd.:
2.5% 3/15/17	125,000		127,992
3.05% 3/1/16	450,000		465,761
Transocean, Inc. 6.5% 11/15/20	930,000		1,051,892
			13,232,423
Oil, Gas & Consumable Fuels - 6.9%
Anadarko Petroleum Corp.:
5.95% 9/15/16	393,000		439,014
6.375% 9/15/17	3,626,000		4,199,194
Apache Corp. 4.75% 4/15/43	3,233,000		3,255,689
DCP Midstream Operating LP:
2.5% 12/1/17	370,000		379,376
3.875% 3/15/23	222,000		215,247
4.95% 4/1/22	1,925,000		2,024,979
Devon Energy Corp.:
1.2% 12/15/16	1,021,000		1,024,585
2.25% 12/15/18	910,000		914,849
Nonconvertible Bonds - continued
	Principal Amount		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Duke Energy Field Services 5.375% 10/15/15 (c)	$ 54,000		$ 57,183
El Paso Natural Gas Co. 5.95% 4/15/17	492,000		555,159
Enbridge Energy Partners LP 4.2% 9/15/21	140,000		145,263
Encana Holdings Finance Corp. 5.8% 5/1/14	129,000		130,081
Enterprise Products Operating LP 1.25% 8/13/15	387,000		390,034
Marathon Petroleum Corp. 3.5% 3/1/16	150,000		157,514
Midcontinent Express Pipeline LLC 5.45% 9/15/14 (c)	480,000		488,007
Nexen, Inc. 5.2% 3/10/15	41,000		42,663
ONEOK Partners LP 2% 10/1/17	2,822,000		2,852,602
Petrobras International Finance Co. Ltd.:
3.875% 1/27/16	39,000		40,073
5.375% 1/27/21	652,000		653,633
5.75% 1/20/20	3,652,000		3,800,713
Petroleos Mexicanos:
3.125% 1/23/19 (c)	99,000		101,228
3.5% 7/18/18	959,000		994,963
4.875% 1/18/24 (c)	80,000		81,904
5.5% 1/21/21	545,000		594,050
5.5% 6/27/44	2,899,000		2,741,181
6% 3/5/20	116,000		130,790
6.375% 1/23/45 (c)	937,000		986,802
6.5% 6/2/41	2,926,000		3,155,281
Phillips 66 Co.:
1.95% 3/5/15	2,088,000		2,118,136
2.95% 5/1/17	2,767,000		2,911,565
4.3% 4/1/22	300,000		316,642
5.875% 5/1/42	201,000		230,583
Spectra Energy Capital, LLC 5.65% 3/1/20	56,000		62,199
Spectra Energy Partners, LP:
2.95% 6/15/16	452,000		471,054
4.6% 6/15/21	414,000		445,642
Talisman Energy, Inc. 3.75% 2/1/21	3,635,000		3,627,297
TransCapitalInvest Ltd. 5.67% 3/5/14 (c)	195,000		195,000
Western Gas Partners LP:
2.6% 8/15/18	858,000		864,003
5.375% 6/1/21	1,273,000		1,374,380
Nonconvertible Bonds - continued
	Principal Amount		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Williams Partners LP:
3.35% 8/15/22	$ 2,500,000		$ 2,397,535
4.3% 3/4/24	491,000		492,001
			46,058,094
TOTAL ENERGY			59,290,517
FINANCIALS - 40.9%
Capital Markets - 5.3%
Charles Schwab Corp. 2.2% 7/25/18	3,166,000		3,206,395
Goldman Sachs Group, Inc.:
2.375% 1/22/18	3,994,000		4,049,612
2.9% 7/19/18	4,240,000		4,357,656
3.625% 2/7/16	1,275,000		1,338,773
5.125% 1/15/15	935,000		971,416
5.25% 7/27/21	1,227,000		1,367,079
5.95% 1/18/18	178,000		203,336
6.15% 4/1/18	204,000		235,133
Lazard Group LLC 6.85% 6/15/17	171,000		195,446
Merrill Lynch & Co., Inc. 6.11% 1/29/37	2,269,000		2,554,928
Morgan Stanley:
2.125% 4/25/18	2,560,000		2,574,656
3.75% 2/25/23	1,168,000		1,166,692
4% 7/24/15	1,947,000		2,031,009
4.875% 11/1/22	6,884,000		7,266,668
5% 11/24/25	846,000		879,078
5.5% 7/28/21	1,222,000		1,392,431
5.625% 9/23/19	329,000		377,921
5.75% 1/25/21	557,000		640,265
6.625% 4/1/18	153,000		180,014
			34,988,508
Commercial Banks - 13.3%
AmSouth Bank NA, Birmingham 5.2% 4/1/15	1,630,000		1,697,893
Associated Banc Corp. 5.125% 3/28/16	575,000		612,447
Bank of America NA 1.25% 2/14/17	1,027,000		1,028,011
BB&T Corp. 3.95% 3/22/22	1,925,000		1,977,383
BPCE SA 5.15% 7/21/24 (c)	2,225,000		2,233,678
Branch Banking & Trust Co. 2.85% 4/1/21	3,282,000		3,279,243
Capital One Bank NA 1.2% 2/13/17	1,169,000		1,169,812
CIT Group, Inc. 3.875% 2/19/19	1,425,000		1,444,773
Nonconvertible Bonds - continued
	Principal Amount		Value
FINANCIALS - continued
Commercial Banks - continued
Comerica, Inc. 4.8% 5/1/15	$ 487,000		$ 509,061
Credit Suisse AG 6% 2/15/18	122,000		141,223
Discover Bank:
2% 2/21/18	3,900,000		3,895,554
7% 4/15/20	2,391,000		2,841,926
Fifth Third Bancorp:
4.3% 1/16/24	4,001,000		4,056,494
5.45% 1/15/17	1,232,000		1,367,552
8.25% 3/1/38	3,848,000		5,409,284
HSBC Bank U.S.A. N.A. 4.875% 8/24/20	725,000		794,120
HSBC Holdings PLC 6.5% 9/15/37	100,000		120,223
Huntington Bancshares, Inc. 7% 12/15/20	1,087,000		1,306,720
KeyBank NA 1.65% 2/1/18	501,000		500,620
KeyCorp. 5.1% 3/24/21	2,081,000		2,335,150
Marshall & Ilsley Bank:
4.85% 6/16/15	1,222,000		1,281,515
5% 1/17/17	1,027,000		1,116,095
Mizuho Corporate Bank Ltd. 1.55% 10/17/17 (c)	4,377,000		4,343,153
Rabobank Nederland 4.625% 12/1/23	4,531,000		4,659,708
Regions Bank:
6.45% 6/26/37	2,611,000		2,889,967
7.5% 5/15/18	7,499,000		8,928,759
Regions Financial Corp.:
2% 5/15/18	558,000		549,575
5.75% 6/15/15	1,655,000		1,749,153
Royal Bank of Scotland Group PLC:
2.55% 9/18/15	652,000		667,152
6% 12/19/23	5,228,000		5,383,272
6.1% 6/10/23	1,000,000		1,038,236
6.125% 12/15/22	5,972,000		6,268,916
SunTrust Banks, Inc.:
2.35% 11/1/18	894,000		901,843
3.5% 1/20/17	3,320,000		3,520,027
Wachovia Bank NA 6% 11/15/17	405,000		469,209
Wells Fargo & Co. 4.48% 1/16/24	7,539,000		7,890,265
			88,378,012
Consumer Finance - 2.4%
Ally Financial, Inc. 4.75% 9/10/18	4,500,000		4,792,500
Capital One Financial Corp. 2.15% 3/23/15	3,115,000		3,167,706
Nonconvertible Bonds - continued
	Principal Amount		Value
FINANCIALS - continued
Consumer Finance - continued
Discover Financial Services:
3.85% 11/21/22	$ 38,000		$ 37,487
5.2% 4/27/22	2,355,000		2,536,987
6.45% 6/12/17	107,000		121,281
Ford Motor Credit Co. LLC 1.5% 1/17/17	599,000		599,729
General Electric Capital Corp. 5.875% 1/14/38	150,000		177,644
HSBC U.S.A., Inc. 1.625% 1/16/18	703,000		701,293
Hyundai Capital America:
1.625% 10/2/15 (c)	178,000		179,814
2.125% 10/2/17 (c)	197,000		199,098
2.55% 2/6/19 (c)	3,163,000		3,181,931
			15,695,470
Diversified Financial Services - 7.0%
Bank of America Corp.:
5.75% 12/1/17	3,000,000		3,421,824
6.5% 8/1/16	1,240,000		1,396,580
Barclays Bank PLC 2.5% 2/20/19	400,000		404,289
BP Capital Markets PLC 3.125% 10/1/15	608,000		632,852
Citigroup, Inc.:
3.953% 6/15/16	653,000		694,462
4.05% 7/30/22	316,000		319,931
4.45% 1/10/17	1,250,000		1,358,380
5.5% 9/13/25	1,317,000		1,420,279
6.125% 5/15/18	640,000		741,492
6.675% 9/13/43	467,000		551,675
CME Group, Inc. 5.3% 9/15/43	3,050,000		3,398,097
Five Corners Funding Trust 4.419% 11/15/23 (c)	4,111,000		4,196,797
ING U.S., Inc.:
5.5% 7/15/22	744,000		832,439
5.7% 7/15/43	1,108,000		1,234,965
JPMorgan Chase & Co. 3.875% 2/1/24	5,000,000		5,049,210
JPMorgan Chase Bank 6% 10/1/17	10,850,000		12,478,227
MetLife Institutional Funding II 0.6129% 1/6/15 (c)(e)	600,000		601,646
Moody's Corp. 4.5% 9/1/22	6,500,000		6,724,270
RBS Citizens Financial Group, Inc. 4.15% 9/28/22 (c)	517,000		514,971
TECO Finance, Inc. 5.15% 3/15/20	114,000		127,356
			46,099,742
Nonconvertible Bonds - continued
	Principal Amount		Value
FINANCIALS - continued
Insurance - 6.5%
American International Group, Inc.:
3.8% 3/22/17	$ 1,042,000		$ 1,119,388
4.875% 9/15/16	1,390,000		1,522,235
5.85% 1/16/18	1,000,000		1,149,683
Aon Corp.:
3.125% 5/27/16	1,609,000		1,682,990
6.25% 9/30/40	253,000		308,405
Assurant, Inc. 2.5% 3/15/18	3,842,000		3,850,779
Berkshire Hathaway Finance Corp.:
1.6% 5/15/17	425,000		432,917
4.4% 5/15/42	107,000		103,553
Great-West Life & Annuity Insurance Co. 7.153% 5/16/46 (c)(e)	66,000		67,980
Hartford Financial Services Group, Inc.:
4% 10/15/17	3,600,000		3,894,581
4.3% 4/15/43	1,211,000		1,137,313
Liberty Mutual Group, Inc. 4.95% 5/1/22 (c)	5,250,000		5,592,127
Marsh & McLennan Companies, Inc.:
4.05% 10/15/23	2,306,000		2,342,905
4.8% 7/15/21	1,643,000		1,793,211
Massachusetts Mutual Life Insurance Co. 5.375% 12/1/41 (c)	148,000		161,326
MetLife, Inc. 1.756% 12/15/17 (b)	238,000		241,325
Pacific LifeCorp:
5.125% 1/30/43 (c)	1,285,000		1,254,679
6% 2/10/20 (c)	902,000		1,027,494
Prudential Financial, Inc.:
5.625% 5/12/41	1,170,000		1,318,547
5.625% 6/15/43 (e)	5,000,000		5,162,500
Symetra Financial Corp. 6.125% 4/1/16 (c)	615,000		657,142
Unum Group:
5.625% 9/15/20	1,846,000		2,057,182
5.75% 8/15/42	3,748,000		4,031,904
7.125% 9/30/16	106,000		121,142
UnumProvident Finance Co. PLC 6.85% 11/15/15 (c)	1,938,000		2,110,730
			43,142,038
Real Estate Investment Trusts - 2.9%
Alexandria Real Estate Equities, Inc. 4.6% 4/1/22	94,000		97,408
AvalonBay Communities, Inc. 4.2% 12/15/23	4,553,000		4,703,012
Boston Properties, Inc. 3.85% 2/1/23	738,000		741,532
Nonconvertible Bonds - continued
	Principal Amount		Value
FINANCIALS - continued
Real Estate Investment Trusts - continued
BRE Properties, Inc. 5.5% 3/15/17	$ 152,000		$ 168,140
Camden Property Trust 4.25% 1/15/24	758,000		775,694
CommonWealth REIT 5.875% 9/15/20	1,260,000		1,354,093
Developers Diversified Realty Corp.:
4.625% 7/15/22	391,000		410,417
4.75% 4/15/18	1,764,000		1,920,269
9.625% 3/15/16	214,000		248,686
Duke Realty LP:
3.625% 4/15/23	383,000		365,207
3.875% 10/15/22	403,000		394,896
4.375% 6/15/22	206,000		210,480
5.5% 3/1/16	1,300,000		1,408,698
6.75% 3/15/20	1,295,000		1,524,231
Equity One, Inc. 3.75% 11/15/22	3,000,000		2,882,328
Federal Realty Investment Trust 6.2% 1/15/17	1,300,000		1,467,500
Health Care REIT, Inc. 2.25% 3/15/18	324,000		326,617
Retail Opportunity Investments Partnership LP 5% 12/15/23	167,000		173,214
Simon Property Group LP 2.8% 1/30/17	47,000		49,152
			19,221,574
Real Estate Management & Development - 3.5%
BioMed Realty LP:
3.85% 4/15/16	914,000		962,542
4.25% 7/15/22	170,000		169,345
Brandywine Operating Partnership LP:
3.95% 2/15/23	2,017,000		1,971,632
4.95% 4/15/18	290,000		314,163
6% 4/1/16	211,000		229,705
7.5% 5/15/15	899,000		967,839
Liberty Property LP:
3.375% 6/15/23	1,087,000		1,023,854
4.125% 6/15/22	1,832,000		1,855,774
4.4% 2/15/24	1,039,000		1,056,692
4.75% 10/1/20	752,000		805,354
5.125% 3/2/15	141,000		146,809
5.5% 12/15/16	2,436,000		2,690,160
6.625% 10/1/17	1,960,000		2,264,694
Mack-Cali Realty LP:
2.5% 12/15/17	488,000		493,583
3.15% 5/15/23	922,000		828,777
Nonconvertible Bonds - continued
	Principal Amount		Value
FINANCIALS - continued
Real Estate Management & Development - continued
Mack-Cali Realty LP: - continued
4.5% 4/18/22	$ 94,000		$ 95,192
7.75% 8/15/19	126,000		151,709
Mid-America Apartments LP 4.3% 10/15/23	180,000		182,011
Post Apartment Homes LP 3.375% 12/1/22	4,905,000		4,644,172
Prime Property Funding, Inc. 5.7% 4/15/17 (c)	276,000		299,458
Reckson Operating Partnership LP 6% 3/31/16	286,000		311,662
Regency Centers LP 5.25% 8/1/15	249,000		263,294
Tanger Properties LP:
3.875% 12/1/23	398,000		398,309
6.125% 6/1/20	661,000		774,007
6.15% 11/15/15	65,000		70,792
Ventas Realty LP/Ventas Capital Corp. 2% 2/15/18	508,000		509,130
			23,480,659
TOTAL FINANCIALS			271,006,003
HEALTH CARE - 3.2%
Biotechnology - 0.7%
Amgen, Inc. 5.15% 11/15/41	3,228,000		3,380,804
Howard Hughes Medical Institute 3.5% 9/1/23	1,106,000		1,121,663
			4,502,467
Health Care Providers & Services - 1.7%
Aetna, Inc. 1.5% 11/15/17	72,000		71,804
Express Scripts Holding Co. 2.1% 2/12/15	4,500,000		4,562,739
Express Scripts, Inc. 3.125% 5/15/16	1,696,000		1,773,970
UnitedHealth Group, Inc.:
3.95% 10/15/42	132,000		119,495
4.25% 3/15/43	2,500,000		2,381,798
4.625% 11/15/41	965,000		973,936
WellPoint, Inc.:
1.875% 1/15/18	288,000		287,838
2.375% 2/15/17	810,000		833,273
			11,004,853
Life Sciences Tools & Services - 0.0%
Thermo Fisher Scientific, Inc.:
4.15% 2/1/24	248,000		254,983
5.3% 2/1/44	103,000		111,374
			366,357
Nonconvertible Bonds - continued
	Principal Amount		Value
HEALTH CARE - continued
Pharmaceuticals - 0.8%
AbbVie, Inc.:
1.75% 11/6/17	$ 999,000		$ 1,006,243
4.4% 11/6/42	627,000		616,445
Johnson & Johnson 4.5% 12/5/43	3,200,000		3,357,949
Watson Pharmaceuticals, Inc. 1.875% 10/1/17	187,000		186,994
Zoetis, Inc. 1.875% 2/1/18	123,000		123,346
			5,290,977
TOTAL HEALTH CARE			21,164,654
INDUSTRIALS - 3.3%
Aerospace & Defense - 0.3%
BAE Systems Holdings, Inc. 4.95% 6/1/14 (c)	103,000		104,067
United Technologies Corp. 4.5% 6/1/42	1,761,000		1,796,440
			1,900,507
Airlines - 0.1%
Aviation Capital Group Corp. 4.625% 1/31/18 (c)	549,000		572,048
Continental Airlines, Inc. 6.648% 3/15/19	75,231		79,557
U.S. Airways pass-thru trust certificates:
6.85% 1/30/18	51,445		55,047
8.36% 1/20/19	40,032		44,636
			751,288
Electrical Equipment - 1.7%
Roper Industries, Inc.:
1.85% 11/15/17	4,079,000		4,099,938
2.05% 10/1/18	7,475,000		7,381,465
			11,481,403
Industrial Conglomerates - 0.8%
General Electric Co.:
2.7% 10/9/22	5,000,000		4,837,270
4.125% 10/9/42	434,000		420,526
			5,257,796
Road & Rail - 0.4%
Burlington Northern Santa Fe LLC 4.4% 3/15/42	2,500,000		2,374,528
TOTAL INDUSTRIALS			21,765,522
Nonconvertible Bonds - continued
	Principal Amount		Value
INFORMATION TECHNOLOGY - 1.8%
Communications Equipment - 0.4%
Cisco Systems, Inc. 2.9% 3/4/21	$ 2,273,000		$ 2,293,884
Computers & Peripherals - 0.2%
Hewlett-Packard Co. 2.625% 12/9/14	1,500,000		1,523,355
Electronic Equipment & Components - 0.1%
Tyco Electronics Group SA:
1.6% 2/3/15	152,000		153,376
2.375% 12/17/18	185,000		184,289
			337,665
IT Services - 1.1%
The Western Union Co.:
2.375% 12/10/15	358,000		367,337
2.875% 12/10/17	926,000		952,645
Xerox Corp.:
2.95% 3/15/17	2,591,000		2,712,334
4.25% 2/15/15	3,200,000		3,307,008
			7,339,324
Software - 0.0%
Oracle Corp. 5.375% 7/15/40	240,000		270,816
TOTAL INFORMATION TECHNOLOGY			11,765,044
MATERIALS - 1.0%
Chemicals - 0.1%
Ecolab, Inc. 1.45% 12/8/17	434,000		430,755
Construction Materials - 0.0%
CRH America, Inc. 6% 9/30/16	82,000		91,263
Metals & Mining - 0.9%
Anglo American Capital PLC 9.375% 4/8/14 (c)	156,000		157,210
Corporacion Nacional del Cobre de Chile (Codelco) 5.625% 10/18/43 (c)	625,000		637,559
Teck Resources Ltd. 2.5% 2/1/18	5,000,000		5,065,170
Vale Overseas Ltd. 6.25% 1/23/17	104,000		116,480
			5,976,419
TOTAL MATERIALS			6,498,437
Nonconvertible Bonds - continued
	Principal Amount		Value
TELECOMMUNICATION SERVICES - 4.1%
Diversified Telecommunication Services - 3.1%
AT&T, Inc.:
5.55% 8/15/41	$ 2,700,000		$ 2,843,408
6.3% 1/15/38	970,000		1,106,892
British Telecommunications PLC:
1.25% 2/14/17	1,064,000		1,066,581
1.625% 6/28/16	435,000		442,191
Verizon Communications, Inc.:
2.45% 11/1/22	634,000		577,746
3.5% 11/1/21	1,420,000		1,433,784
4.5% 9/15/20	3,827,000		4,146,111
4.6% 4/1/21	460,000		498,501
6.4% 9/15/33	1,509,000		1,794,642
6.55% 9/15/43	5,646,000		6,913,425
			20,823,281
Wireless Telecommunication Services - 1.0%
America Movil S.A.B. de CV:
2.375% 9/8/16	1,450,000		1,497,850
3.625% 3/30/15	564,000		580,920
Rogers Communications, Inc. 4.1% 10/1/23	4,398,000		4,511,939
			6,590,709
TOTAL TELECOMMUNICATION SERVICES			27,413,990
UTILITIES - 6.5%
Electric Utilities - 4.1%
AmerenUE 6.4% 6/15/17	133,000		153,784
American Electric Power Co., Inc. 1.65% 12/15/17	2,173,000		2,173,315
Cleveland Electric Illuminating Co. 5.7% 4/1/17	223,000		241,179
Commonwealth Edison Co. 1.95% 9/1/16	83,000		85,034
Duke Capital LLC 5.668% 8/15/14	192,000		196,370
Duke Energy Carolinas LLC 4.25% 12/15/41	106,000		105,058
Duke Energy Corp.:
1.625% 8/15/17	5,685,000		5,728,655
2.1% 6/15/18	414,000		418,745
Duke Energy Industries, Inc. 4.9% 7/15/43	3,000,000		3,253,683
Duquesne Light Holdings, Inc.:
5.9% 12/1/21 (c)	500,000		569,628
6.4% 9/15/20 (c)	1,310,000		1,530,806
Entergy Louisiana LLC 1.875% 12/15/14	144,000		145,632
Nonconvertible Bonds - continued
	Principal Amount		Value
UTILITIES - continued
Electric Utilities - continued
FirstEnergy Corp.:
2.75% 3/15/18	$ 599,000		$ 603,785
4.25% 3/15/23	894,000		877,251
7.375% 11/15/31	4,145,000		4,773,096
Florida Power & Light Co. 5.69% 3/1/40	1,000,000		1,204,754
Nevada Power Co.:
6.5% 8/1/18	70,000		83,414
6.65% 4/1/36	500,000		647,345
NextEra Energy Capital Holdings, Inc. 1.611% 6/1/14	581,000		582,697
Northeast Utilities 1.45% 5/1/18	208,000		203,540
Pepco Holdings, Inc. 2.7% 10/1/15	2,228,000		2,281,951
Tampa Electric Co. 6.55% 5/15/36	500,000		631,834
Xcel Energy, Inc. 4.8% 9/15/41	554,000		577,854
			27,069,410
Gas Utilities - 0.3%
Boston Gas Co. 4.487% 2/15/42 (c)	2,000,000		2,000,644
Southern Natural Gas Co./Southern Natural Issuing Corp. 4.4% 6/15/21	18,000		19,077
			2,019,721
Multi-Utilities - 2.1%
Dominion Resources, Inc.:
1.95% 8/15/16	1,612,000		1,650,806
2.5469% 9/30/66 (e)	7,158,000		6,610,978
7.5% 6/30/66 (e)	145,000		157,325
NiSource Finance Corp.:
4.45% 12/1/21	91,000		96,376
5.25% 2/15/43	234,000		236,947
5.4% 7/15/14	1,060,000		1,078,319
5.95% 6/15/41	1,493,000		1,652,620
6.4% 3/15/18	59,000		68,973
Sempra Energy:
2.3% 4/1/17	2,024,000		2,080,073
Nonconvertible Bonds - continued
	Principal Amount		Value
UTILITIES - continued
Multi-Utilities - continued
Sempra Energy: - continued
2.875% 10/1/22	$ 224,000		$ 213,150
Wisconsin Energy Corp. 6.25% 5/15/67 (e)	117,000		119,633
			13,965,200
TOTAL UTILITIES			43,054,331
TOTAL NONCONVERTIBLE BONDS (Cost $537,835,810)		551,422,364
U.S. Treasury Obligations - 1.7%

U.S. Treasury Bonds 3.625% 8/15/43 (Cost $10,860,456)	11,301,000		11,378,694
Municipal Securities - 4.5%

American Muni. Pwr., Inc. Rev. (Combined Hydroelectric Proj.) Series 2010 B, 8.084% 2/15/50	280,000		400,658
California Gen. Oblig.:
Series 2009, 7.35% 11/1/39	40,000		53,803
7.3% 10/1/39	1,485,000		1,998,171
7.5% 4/1/34	1,165,000		1,580,940
7.55% 4/1/39	730,000		1,014,744
7.6% 11/1/40	5,750,000		8,106,178
7.625% 3/1/40	70,000		97,632
Chicago Gen. Oblig. (Taxable Proj.):
Series 2010 C1, 7.781% 1/1/35	1,295,000		1,540,817
Series 2012 B, 5.432% 1/1/42	160,000		142,314
Illinois Gen. Oblig. Series 2011:
5.665% 3/1/18	1,255,000		1,392,598
5.877% 3/1/19	12,135,000		13,615,823
TOTAL MUNICIPAL SECURITIES (Cost $29,640,835)		29,943,678
Foreign Government and Government Agency Obligations - 1.1%
	Principal Amount		Value
Banco Nacional de Desenvolvimento Economico e Social 5.75% 9/26/23 (c)	$ 825,000		$ 840,469
Brazilian Federative Republic 4.25% 1/7/25	885,000		851,813
Chilean Republic 3.25% 9/14/21	155,000		155,775
Russian Federation 3.25% 4/4/17 (c)	800,000		836,960
United Mexican States:
4.75% 3/8/44	4,516,000		4,211,170
5.55% 1/21/45	33,000		34,320
6.05% 1/11/40	116,000		129,804
TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $7,681,538)		7,060,311

Fixed-Income Funds - 3.9%
	Shares
Fidelity Specialized High Income Central Fund (f) (Cost $24,840,171)	237,388		25,540,612
Preferred Securities - 0.0%
	Principal Amount
FINANCIALS - 0.0%
Diversified Financial Services - 0.0%
MUFG Capital Finance 1 Ltd. 6.346% (d)(e) (Cost $103,589)	$ 102,000		111,449
Money Market Funds - 5.5%
	Shares		Value
Fidelity Cash Central Fund, 0.10% (a) (Cost $36,449,725)	36,449,725		$ 36,449,725
TOTAL INVESTMENT PORTFOLIO - 99.9% (Cost $647,412,124)		661,906,833
NET OTHER ASSETS (LIABILITIES) - 0.1%			490,236
NET ASSETS - 100%		$ 662,397,069

Legend

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

(c) Security 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 $57,674,162 or 8.7% of net assets.

(d) Security is perpetual in nature with no stated maturity date.

(e) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

(f) Affiliated fund that is generally 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 website 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 are available on the SEC's website or upon request.

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 16,515
Fidelity Specialized High Income Central Fund	1,002,718
Total	$ 1,019,233

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 Specialized High Income Central Fund	$ 38,263,135	$ 1,002,718	$ 14,977,411	$ 25,540,612	6.2%

Other Information

The following is a summary of the inputs used, as of February 28, 2014, 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 Investment 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	$ 551,422,364	$ -	$ 551,422,364	$ -
U.S. Government and Government Agency Obligations	11,378,694	-	11,378,694	-
Municipal Securities	29,943,678	-	29,943,678	-
Foreign Government and Government Agency Obligations	7,060,311	-	7,060,311	-
Fixed-Income Funds	25,540,612	25,540,612	-	-
Preferred Securities	111,449	-	111,449	-
Money Market Funds	36,449,725	36,449,725	-	-
Total Investments in Securities:	$ 661,906,833	$ 61,990,337	$ 599,916,496	$ -

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

United States of America	88.0%
United Kingdom	3.2%
Mexico	2.4%
Canada	2.2%
Cayman Islands	1.1%
Netherlands	1.0%
Others (Individually Less Than 1%)	2.1%
	100.0%

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

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	February 28, 2014 (Unaudited)

Assets
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $586,122,228)	$ 599,916,496
Fidelity Central Funds (cost $61,289,896)	61,990,337
Total Investments (cost $647,412,124)		$ 661,906,833
Receivable for fund shares sold		1,489,014
Interest receivable		7,152,231
Distributions receivable from Fidelity Central Funds		2,784
Receivable from investment adviser for expense reductions		104
Total assets		670,550,966

Liabilities
Payable for investments purchased	$ 7,390,480
Payable for fund shares redeemed	431,880
Distributions payable	69,126
Accrued management fee	188,740
Distribution and service plan fees payable	13,576
Other affiliated payables	60,095
Total liabilities		8,153,897

Net Assets		$ 662,397,069
Net Assets consist of:
Paid in capital		$ 653,769,367
Distributions in excess of net investment income		(118,384)
Accumulated undistributed net realized gain (loss) on investments		(5,748,623)
Net unrealized appreciation (depreciation) on investments		14,494,709
Net Assets		$ 662,397,069

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

	February 28, 2014 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($22,145,925 ÷ 1,970,979 shares)		$ 11.24

Maximum offering price per share (100/96.00 of $11.24)		$ 11.71
Class T: Net Asset Value and redemption price per share ($6,281,504 ÷ 559,063 shares)		$ 11.24

Maximum offering price per share (100/96.00 of $11.24)		$ 11.71
Class C: Net Asset Value and offering price per share ($9,423,629 ÷ 838,785 shares)^A		$ 11.23

Corporate Bond: Net Asset Value, offering price and redemption price per share ($564,439,234 ÷ 50,235,478 shares)		$ 11.24

Institutional Class: Net Asset Value, offering price and redemption price per share ($60,106,777 ÷ 5,349,433 shares)		$ 11.24

^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.

Semiannual Report

Statement of Operations

	Six months ended February 28, 2014 (Unaudited)

Investment Income
Dividends		$ 3,236
Interest		13,234,090
Income from Fidelity Central Funds		1,019,233
Total income		14,256,559

Expenses
Management fee	$ 1,422,753
Transfer agent fees	446,582
Distribution and service plan fees	84,850
Independent trustees' compensation	1,645
Miscellaneous	756
Total expenses before reductions	1,956,586
Expense reductions	(1,693)	1,954,893
Net investment income (loss)		12,301,666
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(5,714,366)
Fidelity Central Funds	14,058
Total net realized gain (loss)		(5,700,308)
Change in net unrealized appreciation (depreciation) on investment securities		34,204,437
Net gain (loss)		28,504,129
Net increase (decrease) in net assets resulting from operations		$ 40,805,795

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Six months ended February 28, 2014 (Unaudited)	Year ended August 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 12,301,666	$ 20,127,522
Net realized gain (loss)	(5,700,308)	528,552
Change in net unrealized appreciation (depreciation)	34,204,437	(43,600,433)
Net increase (decrease) in net assets resulting from operations	40,805,795	(22,944,359)
Distributions to shareholders from net investment income	(12,329,107)	(20,053,746)
Distributions to shareholders from net realized gain	-	(4,309,634)
Total distributions	(12,329,107)	(24,363,380)
Share transactions - net increase (decrease)	(229,606,601)	355,765,675
Total increase (decrease) in net assets	(201,129,913)	308,457,936

Net Assets
Beginning of period	863,526,982	555,069,046
End of period (including distributions in excess of net investment income of $118,384 and distributions in excess of net investment income of $90,943, respectively)	$ 662,397,069	$ 863,526,982

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

Semiannual Report

Financial Highlights - Class A

	Six months ended February 28, 2014	Years ended August 31,
	(Unaudited)	2013	2012	2011	2010^H
Selected Per-Share Data
Net asset value, beginning of period	$ 10.81	$ 11.42	$ 10.70	$ 10.45	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.148	.277	.287	.356	.128
Net realized and unrealized gain (loss)	.431	(.536)	.857	.366	.446
Total from investment operations	.579	(.259)	1.144	.722	.574
Distributions from net investment income	(.149)	(.273)	(.294)	(.370)	(.124)
Distributions from net realized gain	-	(.078)	(.130)	(.102)	-
Total distributions	(.149)	(.351)	(.424)	(.472)	(.124)
Net asset value, end of period	$ 11.24	$ 10.81	$ 11.42	$ 10.70	$ 10.45
Total Return^B,C,D	5.39%	(2.36)%	10.98%	7.16%	5.78%
Ratios to Average Net Assets^F,I
Expenses before reductions	.80%^A	.76%	.76%	.75%	.74%^A
Expenses net of fee waivers, if any	.80%^A	.76%	.76%	.75%	.74%^A
Expenses net of all reductions	.80%^A	.76%	.76%	.75%	.74%^A
Net investment income (loss)	2.72%^A	2.43%	2.62%	3.43%	3.91%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 22,146	$ 21,833	$ 40,842	$ 12,935	$ 3,083
Portfolio turnover rate^G	67%^A	58%	103%	242%^J	67%^K

^A Annualized

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

^C Total returns would have been lower if certain expenses had not been reduced during the applicable 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 any 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. Based on their most recent shareholder report date, the expenses of any underlying non-money market Fidelity Central Funds were less than .01%.

^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 The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

^K Amount not annualized.

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

Semiannual Report

Financial Highlights - Class T

	Six months ended February 28, 2014	Years ended August 31,
	(Unaudited)	2013	2012	2011	2010^H
Selected Per-Share Data
Net asset value, beginning of period	$ 10.81	$ 11.42	$ 10.69	$ 10.44	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.146	.272	.284	.357	.131
Net realized and unrealized gain (loss)	.430	(.537)	.868	.363	.436
Total from investment operations	.576	(.265)	1.152	.720	.567
Distributions from net investment income	(.146)	(.267)	(.292)	(.368)	(.127)
Distributions from net realized gain	-	(.078)	(.130)	(.102)	-
Total distributions	(.146)	(.345)	(.422)	(.470)	(.127)
Net asset value, end of period	$ 11.24	$ 10.81	$ 11.42	$ 10.69	$ 10.44
Total Return^B,C,D	5.36%	(2.42)%	11.06%	7.14%	5.71%
Ratios to Average Net Assets^F,I
Expenses before reductions	.85%^A	.80%	.79%	.75%	.68%^A
Expenses net of fee waivers, if any	.85%^A	.80%	.79%	.75%	.68%^A
Expenses net of all reductions	.85%^A	.80%	.79%	.75%	.68%^A
Net investment income (loss)	2.67%^A	2.39%	2.59%	3.42%	3.98%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 6,282	$ 6,502	$ 12,078	$ 5,153	$ 1,026
Portfolio turnover rate^G	67%^A	58%	103%	242%^J	67%^K

^A Annualized

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

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

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

^E Calculated based on average shares outstanding during the period.

^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.

^J The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

^K Amount not annualized.

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

Semiannual Report

Financial Highlights - Class C

	Six months ended February 28, 2014	Years ended August 31,
	(Unaudited)	2013	2012	2011	2010^H
Selected Per-Share Data
Net asset value, beginning of period	$ 10.80	$ 11.42	$ 10.69	$ 10.44	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.107	.189	.204	.280	.106
Net realized and unrealized gain (loss)	.431	(.544)	.868	.361	.437
Total from investment operations	.538	(.355)	1.072	.641	.543
Distributions from net investment income	(.108)	(.187)	(.212)	(.289)	(.103)
Distributions from net realized gain	-	(.078)	(.130)	(.102)	-
Total distributions	(.108)	(.265)	(.342)	(.391)	(.103)
Net asset value, end of period	$ 11.23	$ 10.80	$ 11.42	$ 10.69	$ 10.44
Total Return^B,C,D	5.00%	(3.20)%	10.25%	6.34%	5.46%
Ratios to Average Net Assets^F,I
Expenses before reductions	1.56%^A	1.53%	1.51%	1.47%	1.45%^A
Expenses net of fee waivers, if any	1.56%^A	1.53%	1.51%	1.47%	1.45%^A
Expenses net of all reductions	1.56%^A	1.53%	1.51%	1.47%	1.45%^A
Net investment income (loss)	1.96%^A	1.66%	1.86%	2.71%	3.20%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 9,424	$ 13,705	$ 24,613	$ 11,111	$ 668
Portfolio turnover rate^G	67%^A	58%	103%	242%^J	67%^K

^A Annualized

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

^C Total returns would have been lower if certain expenses had not been reduced during the applicable 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.

^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.

^J The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

^K Amount not annualized.

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

Semiannual Report

Financial Highlights - Corporate Bond

	Six months ended February 28, 2014	Years ended August 31,
	(Unaudited)	2013	2012	2011	2010^G
Selected Per-Share Data
Net asset value, beginning of period	$ 10.81	$ 11.42	$ 10.70	$ 10.45	$ 10.00
Income from Investment Operations
Net investment income (loss)^D	.167	.309	.321	.388	.137
Net realized and unrealized gain (loss)	.431	(.532)	.858	.367	.447
Total from investment operations	.598	(.223)	1.179	.755	.584
Distributions from net investment income	(.168)	(.309)	(.329)	(.403)	(.134)
Distributions from net realized gain	-	(.078)	(.130)	(.102)	-
Total distributions	(.168)	(.387)	(.459)	(.505)	(.134)
Net asset value, end of period	$ 11.24	$ 10.81	$ 11.42	$ 10.70	$ 10.45
Total Return^B,C	5.57%	(2.06)%	11.32%	7.50%	5.88%
Ratios to Average Net Assets^E,H
Expenses before reductions	.45%^A	.45%	.45%	.45%	.44%^A
Expenses net of fee waivers, if any	.45%^A	.45%	.45%	.45%	.44%^A
Expenses net of all reductions	.45%^A	.45%	.45%	.45%	.44%^A
Net investment income (loss)	3.07%^A	2.74%	2.93%	3.72%	4.21%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 564,439	$ 771,621	$ 471,540	$ 110,113	$ 124,879
Portfolio turnover rate^F	67%^A	58%	103%	242%^I	67%^J

^A Annualized

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

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

^D Calculated based on average shares outstanding during the period.

^E Fees and expenses of any 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. Based on their most recent shareholder report date, the expenses of any underlying non-money market Fidelity Central Funds were less than .01%.

^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.

^I The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

^J Amount not annualized.

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended February 28, 2014	Years ended August 31,
	(Unaudited)	2013	2012	2011	2010^G
Selected Per-Share Data
Net asset value, beginning of period	$ 10.81	$ 11.42	$ 10.70	$ 10.45	$ 10.00
Income from Investment Operations
Net investment income (loss)^D	.164	.301	.316	.389	.140
Net realized and unrealized gain (loss)	.431	(.530)	.858	.366	.445
Total from investment operations	.595	(.229)	1.174	.755	.585
Distributions from net investment income	(.165)	(.303)	(.324)	(.403)	(.135)
Distributions from net realized gain	-	(.078)	(.130)	(.102)	-
Total distributions	(.165)	(.381)	(.454)	(.505)	(.135)
Net asset value, end of period	$ 11.24	$ 10.81	$ 11.42	$ 10.70	$ 10.45
Total Return^B,C	5.54%	(2.11)%	11.27%	7.51%	5.89%
Ratios to Average Net Assets^E,H
Expenses before reductions	.52%^A	.52%	.49%	.43%	.42%^A
Expenses net of fee waivers, if any	.52%^A	.51%	.49%	.43%	.42%^A
Expenses net of all reductions	.52%^A	.51%	.49%	.43%	.42%^A
Net investment income (loss)	3.01%^A	2.68%	2.88%	3.75%	4.23%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 60,107	$ 49,866	$ 5,996	$ 1,906	$ 1,406
Portfolio turnover rate^F	67%^A	58%	103%	242%^I	67%^J

^A Annualized

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

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

^D Calculated based on average shares outstanding during the period.

^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.

^I The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

^J Amount not annualized.

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

Semiannual Report

Notes to Financial Statements

For the period ended February 28, 2014 (Unaudited)

1. Organization.

Fidelity® Corporate Bond Fund (the Fund) is a fund of Fidelity Salem Street Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class 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.

2. Investments in Fidelity Central Funds.

Based on its investment objective, each Fidelity Central Fund may invest or participate in various investment vehicles or strategies that are similar to those of the Fund. These strategies are consistent with the investment objectives of the Fund and may involve certain economic risks which may cause a decline in value of each of the Fidelity Central Funds and thus a decline in the value of the Fund. The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%. The following summarizes the Fund's investment in each non-money market Fidelity Central Fund.

Fidelity Central
Fund

Investment
Manager

Investment
Objective

Investment
Practices

Expense
Ratio*

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

Less than .01%

* Expenses expressed as a percentage of average net assets and are as of each underlying Central Fund's most recent annual or semi-annual shareholder report.

Semiannual Report

Notes to Financial Statements (Unaudited) - 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) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds which contain the significant accounting policies (including investment valuation policies) of those funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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)

Valuation techniques used to value the Fund's investments by major category are as follows:

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

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 February 28, 2014, is included at the end of the Fund's Schedule of Investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily 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 may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Dividends are declared and recorded daily and paid monthly from net investment income. Distributions from realized gains, if any, are declared and 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.

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

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 20,655,497
Gross unrealized depreciation	(5,642,590)
Net unrealized appreciation (depreciation) on securities and other investments	$ 15,012,907

Tax cost	$ 646,893,926

4. 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 $189,500,731 and $409,369,440, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) 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. Under the management contract, the investment adviser pays all other expenses, except the compensation of the independent Trustees and certain other expenses such as transfer agent and distribution and service plan fees, and interest expense, including commitment fees.

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 the investment adviser, 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 26,020	$ 1,976
Class T	-%	.25%	8,090	226
Class C	.75%	.25%	50,740	12,919
			$ 84,850	$ 15,121

Sales Load. FDC may receive 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. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, and Class C redemptions. The deferred sales charges range from 1.00% for Class C shares, .75% for certain purchases of Class A shares 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	$ 2,097
Class T	746
Class C*	988
	$ 3,831

* When Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, 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 Corporate Bond. FIIOC receives an asset-based fee of .10% of Corporate Bond's average net assets. FIIOC

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Class A	$ 20,180	.20
Class T	7,998	.25
Class C	10,247	.20
Corporate Bond	361,673	.10
Institutional Class	46,484	.17
	$ 446,582

* Annualized

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 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 $756 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

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 custody expenses by $23.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $1,670.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended February 28, 2014	Year ended August 31, 2013
From net investment income
Class A	$ 283,052	$ 833,757
Class T	86,371	243,158
Class C	99,953	353,250
Corporate Bond	11,014,118	17,529,207
Institutional Class	845,613	1,094,374
Total	$ 12,329,107	$ 20,053,746

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

8. Distributions to Shareholders - continued

	Six months ended February 28, 2014	Year ended August 31, 2013
From net realized gain
Class A	$ -	$ 277,814
Class T	-	58,953
Class C	-	165,646
Corporate Bond	-	3,673,268
Institutional Class	-	133,953
Total	$ -	$ 4,309,634

9. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended February 28, 2014	Year ended August 31, 2013	Six months ended February 28, 2014	Year ended August 31, 2013
Class A
Shares sold	438,442	1,515,657	$ 4,831,421	$ 17,270,761
Reinvestment of distributions	22,894	85,203	252,987	968,306
Shares redeemed	(510,843)	(3,155,406)	(5,584,501)	(35,637,175)
Net increase (decrease)	(49,507)	(1,554,546)	$ (500,093)	$ (17,398,108)
Class T
Shares sold	174,455	1,302,915	$ 1,915,275	$ 14,971,061
Reinvestment of distributions	7,403	23,403	81,767	265,396
Shares redeemed	(224,561)	(1,781,782)	(2,461,048)	(19,747,768)
Net increase (decrease)	(42,703)	(455,464)	$ (464,006)	$ (4,511,311)
Class C
Shares sold	127,056	808,078	$ 1,401,879	$ 9,209,001
Reinvestment of distributions	8,443	43,397	93,222	493,436
Shares redeemed	(565,126)	(1,737,760)	(6,168,263)	(19,645,556)
Net increase (decrease)	(429,627)	(886,285)	$ (4,673,162)	$ (9,943,119)
Corporate Bond
Shares sold	19,418,887	63,621,676	$ 213,528,424	$ 717,197,210
Reinvestment of distributions	942,801	1,783,304	10,400,488	20,136,107
Shares redeemed	(41,535,735)	(35,271,546)	(455,908,572)	(396,626,148)
Net increase (decrease)	(21,174,047)	30,133,434	$ (231,979,660)	$ 340,707,169
Institutional Class
Shares sold	848,629	4,694,320	$ 9,247,148	$ 53,739,928
Reinvestment of distributions	75,012	102,987	828,952	1,159,091
Shares redeemed	(188,954)	(707,380)	(2,065,780)	(7,987,975)
Net increase (decrease)	734,687	4,089,927	$ 8,010,320	$ 46,911,044

Semiannual Report

10. Other.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Corporate Bond Fund

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Semiannual Report

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 50% would mean that half of the funds in the Total Mapped Group had higher, and half had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board. Because the vast majority of competitor funds' management fees do not cover non-management expenses, for a more meaningful comparison of management fees, the fund is compared on the basis of a hypothetical "net management fee," which is derived by subtracting payments made by FMR for "fund-level" non-management expenses (including pricing and bookkeeping fees and fees paid to non-affiliated custodians) from the fund's management fee. In this regard, the Board considered that net management fees can vary from year to year because of differences in "fund-level" non-management expenses, and that "fund-level" non-management expenses may exceed the fund's management fee and result in a negative net management fee. The Board noted, however, that FMR does not pay transfer agent fees or other "class-level" expenses (including 12b-1 fees, if applicable) under the fund's management contract.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Corporate Bond Fund

Semiannual Report

bdi187503

The Board noted that the fund's hypothetical net management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2012.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's hypothetical net management fee as well as the fund's gross management fee. The Board also considered other "fund-level" expenses, such as pricing and bookkeeping fees and custodial, legal, and audit fees. The Board also considered other "class-level" expenses, such as transfer agent fees and fund-paid 12b-1 fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each class ranked below its competitive median for 2012.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Semiannual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

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

Smithfield, RI

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

(Fidelity Investment logo)(registered trademark)

ACBDI-USAN-0414
1.907020.103

(Fidelity Investment logo)(registered trademark)

Fidelity Advisor®

Corporate Bond
Fund - Class A, Class T and Class C

Semiannual Report

February 28, 2014

(Fidelity Cover Art)

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

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit 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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 1, 2013 to February 28, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value September 1, 2013	Ending Account Value February 28, 2014	Expenses Paid During Period* September 1, 2013 to February 28, 2014
Class A	.80%
Actual		$ 1,000.00	$ 1,053.90	$ 4.07
Hypothetical^A		$ 1,000.00	$ 1,020.83	$ 4.01
Class T	.85%
Actual		$ 1,000.00	$ 1,053.60	$ 4.33
Hypothetical^A		$ 1,000.00	$ 1,020.58	$ 4.26
Class C	1.56%
Actual		$ 1,000.00	$ 1,050.00	$ 7.93
Hypothetical^A		$ 1,000.00	$ 1,017.06	$ 7.80
Corporate Bond	.45%
Actual		$ 1,000.00	$ 1,055.70	$ 2.29
Hypothetical^A		$ 1,000.00	$ 1,022.56	$ 2.26
Institutional Class	.52%
Actual		$ 1,000.00	$ 1,055.40	$ 2.65
Hypothetical^A		$ 1,000.00	$ 1,022.22	$ 2.61

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

Semiannual 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 the investments of Fidelity's fixed-income central funds.

Quality Diversification (% of fund's net assets)
As of February 28, 2014		As of August 31, 2013
	U.S. Government and U.S. Government Agency Obligations 1.7%		U.S. Government and U.S. Government Agency Obligations 2.6%
	AAA 0.7%		AAA 0.7%
	AA 2.2%		AA 1.5%
	A 21.4%		A 33.1%
	BBB 56.9%		BBB 49.8%
	BB and Below 11.4%		BB and Below 8.0%
	Not Rated 0.0%		Not Rated 0.1%
	Short-Term Investments and Net Other Assets 5.7%		Short-Term Investments and Net Other Assets 4.2%

acb749480

Weighted Average Maturity as of February 28, 2014
		6 months ago
Years	10.5	9.6

Duration as of February 28, 2014
		6 months ago
Years	6.8	6.6

Asset Allocation (% of fund's net assets)
As of February 28, 2014*			As of August 31, 2013**
	Corporate Bonds 86.8%			Corporate Bonds 89.2%
	U.S. Government and U.S. Government Agency Obligations 1.7%			U.S. Government and U.S. Government Agency Obligations 2.6%
	Municipal Bonds 4.5%			Municipal Bonds 3.3%
	Other Investments 1.3%			Other Investments 0.7%
	Short-Term Investments and Net Other Assets (Liabilities) 5.7%			Short-Term Investments and Net Other Assets (Liabilities) 4.2%
* Foreign investments		12.0%	** Foreign investments		12.3%

acb749492

Semiannual Report

Investments February 28, 2014 (Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 83.2%
	Principal Amount		Value
CONSUMER DISCRETIONARY - 8.3%
Automobiles - 1.0%
Daimler Finance North America LLC:
1.95% 3/28/14 (c)	$ 450,000		$ 450,395
2.3% 1/9/15 (c)	1,250,000		1,268,919
Ford Motor Co. 4.75% 1/15/43	3,184,000		3,079,504
Volkswagen International Finance NV 2.375% 3/22/17 (c)	2,050,000		2,120,725
			6,919,543
Diversified Consumer Services - 0.2%
Ingersoll-Rand Global Holding Co. Ltd.:
4.25% 6/15/23 (c)	549,000		563,608
5.75% 6/15/43 (c)	396,000		435,859
			999,467
Household Durables - 1.5%
D.R. Horton, Inc. 3.75% 3/1/19	4,500,000		4,545,000
Toll Brothers Finance Corp. 4.375% 4/15/23	5,750,000		5,563,125
			10,108,125
Media - 4.2%
Comcast Corp. 6.4% 3/1/40	1,150,000		1,416,685
COX Communications, Inc. 3.25% 12/15/22 (c)	301,000		283,248
DIRECTV Holdings LLC/DIRECTV Financing, Inc. 3.5% 3/1/16	220,000		231,066
Discovery Communications LLC:
4.875% 4/1/43	4,162,000		4,036,145
6.35% 6/1/40	221,000		256,274
NBCUniversal, Inc.:
3.65% 4/30/15	129,000		133,708
5.15% 4/30/20	3,625,000		4,145,122
News America Holdings, Inc. 7.75% 12/1/45	111,000		152,657
News America, Inc.:
6.15% 2/15/41	4,800,000		5,568,859
6.9% 8/15/39	300,000		374,232
Thomson Reuters Corp. 1.3% 2/23/17	305,000		304,772
Time Warner Cable, Inc.:
4.5% 9/15/42	2,168,000		1,975,113
5.875% 11/15/40	1,207,000		1,302,744
6.75% 7/1/18	700,000		825,223
8.25% 4/1/19	1,856,000		2,337,153
Time Warner, Inc.:
4.75% 3/29/21	1,750,000		1,925,571
Nonconvertible Bonds - continued
	Principal Amount		Value
CONSUMER DISCRETIONARY - continued
Media - continued
Time Warner, Inc.: - continued
6.2% 3/15/40	$ 1,700,000		$ 1,947,659
Viacom, Inc.:
1.25% 2/27/15	390,000		392,272
3.5% 4/1/17	34,000		36,229
			27,644,732
Specialty Retail - 1.4%
AutoZone, Inc. 3.7% 4/15/22	253,000		252,910
Home Depot, Inc. 5.95% 4/1/41	941,000		1,149,084
Lowe's Companies, Inc. 5.125% 11/15/41	650,000		698,108
Turlock Corp. 1.5% 11/2/17	7,000,000		7,008,456
			9,108,558
TOTAL CONSUMER DISCRETIONARY			54,780,425
CONSUMER STAPLES - 5.2%
Beverages - 2.1%
Anheuser-Busch InBev Finance, Inc. 2.15% 2/1/19	5,000,000		5,044,180
Diageo Capital PLC 1.5% 5/11/17	2,500,000		2,520,543
FBG Finance Ltd. 5.125% 6/15/15 (c)	282,000		297,392
Heineken NV:
1.4% 10/1/17 (c)	287,000		286,344
4% 10/1/42 (c)	96,000		85,701
SABMiller Holdings, Inc.:
1.85% 1/15/15 (c)	2,760,000		2,793,137
2.45% 1/15/17 (c)	2,655,000		2,743,053
			13,770,350
Food & Staples Retailing - 0.6%
Walgreen Co.:
1.8% 9/15/17	234,000		237,002
3.1% 9/15/22	3,607,000		3,484,643
4.4% 9/15/42	124,000		117,167
			3,838,812
Food Products - 0.0%
ConAgra Foods, Inc. 1.9% 1/25/18	285,000		284,573
Tobacco - 2.5%
Altria Group, Inc.:
2.85% 8/9/22	2,500,000		2,344,755
4% 1/31/24	529,000		529,127
Nonconvertible Bonds - continued
	Principal Amount		Value
CONSUMER STAPLES - continued
Tobacco - continued
Altria Group, Inc.: - continued
4.125% 9/11/15	$ 2,100,000		$ 2,209,914
5.375% 1/31/44	905,000		944,850
9.7% 11/10/18	3,062,000		4,071,474
Philip Morris International, Inc. 4.375% 11/15/41	2,100,000		1,999,515
Reynolds American, Inc.:
1.05% 10/30/15	660,000		662,255
3.25% 11/1/22	3,304,000		3,141,625
4.75% 11/1/42	470,000		441,645
6.75% 6/15/17	384,000		444,546
			16,789,706
TOTAL CONSUMER STAPLES			34,683,441
ENERGY - 8.9%
Energy Equipment & Services - 2.0%
Cameron International Corp. 1.6% 4/30/15	259,000		261,697
DCP Midstream LLC:
4.75% 9/30/21 (c)	158,000		162,499
5.35% 3/15/20 (c)	3,116,000		3,370,493
5.85% 5/21/43 (c)(e)	7,500,000		7,031,250
El Paso Pipeline Partners Operating Co. LLC 6.5% 4/1/20	658,000		760,839
Noble Holding International Ltd.:
2.5% 3/15/17	125,000		127,992
3.05% 3/1/16	450,000		465,761
Transocean, Inc. 6.5% 11/15/20	930,000		1,051,892
			13,232,423
Oil, Gas & Consumable Fuels - 6.9%
Anadarko Petroleum Corp.:
5.95% 9/15/16	393,000		439,014
6.375% 9/15/17	3,626,000		4,199,194
Apache Corp. 4.75% 4/15/43	3,233,000		3,255,689
DCP Midstream Operating LP:
2.5% 12/1/17	370,000		379,376
3.875% 3/15/23	222,000		215,247
4.95% 4/1/22	1,925,000		2,024,979
Devon Energy Corp.:
1.2% 12/15/16	1,021,000		1,024,585
2.25% 12/15/18	910,000		914,849
Nonconvertible Bonds - continued
	Principal Amount		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Duke Energy Field Services 5.375% 10/15/15 (c)	$ 54,000		$ 57,183
El Paso Natural Gas Co. 5.95% 4/15/17	492,000		555,159
Enbridge Energy Partners LP 4.2% 9/15/21	140,000		145,263
Encana Holdings Finance Corp. 5.8% 5/1/14	129,000		130,081
Enterprise Products Operating LP 1.25% 8/13/15	387,000		390,034
Marathon Petroleum Corp. 3.5% 3/1/16	150,000		157,514
Midcontinent Express Pipeline LLC 5.45% 9/15/14 (c)	480,000		488,007
Nexen, Inc. 5.2% 3/10/15	41,000		42,663
ONEOK Partners LP 2% 10/1/17	2,822,000		2,852,602
Petrobras International Finance Co. Ltd.:
3.875% 1/27/16	39,000		40,073
5.375% 1/27/21	652,000		653,633
5.75% 1/20/20	3,652,000		3,800,713
Petroleos Mexicanos:
3.125% 1/23/19 (c)	99,000		101,228
3.5% 7/18/18	959,000		994,963
4.875% 1/18/24 (c)	80,000		81,904
5.5% 1/21/21	545,000		594,050
5.5% 6/27/44	2,899,000		2,741,181
6% 3/5/20	116,000		130,790
6.375% 1/23/45 (c)	937,000		986,802
6.5% 6/2/41	2,926,000		3,155,281
Phillips 66 Co.:
1.95% 3/5/15	2,088,000		2,118,136
2.95% 5/1/17	2,767,000		2,911,565
4.3% 4/1/22	300,000		316,642
5.875% 5/1/42	201,000		230,583
Spectra Energy Capital, LLC 5.65% 3/1/20	56,000		62,199
Spectra Energy Partners, LP:
2.95% 6/15/16	452,000		471,054
4.6% 6/15/21	414,000		445,642
Talisman Energy, Inc. 3.75% 2/1/21	3,635,000		3,627,297
TransCapitalInvest Ltd. 5.67% 3/5/14 (c)	195,000		195,000
Western Gas Partners LP:
2.6% 8/15/18	858,000		864,003
5.375% 6/1/21	1,273,000		1,374,380
Nonconvertible Bonds - continued
	Principal Amount		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Williams Partners LP:
3.35% 8/15/22	$ 2,500,000		$ 2,397,535
4.3% 3/4/24	491,000		492,001
			46,058,094
TOTAL ENERGY			59,290,517
FINANCIALS - 40.9%
Capital Markets - 5.3%
Charles Schwab Corp. 2.2% 7/25/18	3,166,000		3,206,395
Goldman Sachs Group, Inc.:
2.375% 1/22/18	3,994,000		4,049,612
2.9% 7/19/18	4,240,000		4,357,656
3.625% 2/7/16	1,275,000		1,338,773
5.125% 1/15/15	935,000		971,416
5.25% 7/27/21	1,227,000		1,367,079
5.95% 1/18/18	178,000		203,336
6.15% 4/1/18	204,000		235,133
Lazard Group LLC 6.85% 6/15/17	171,000		195,446
Merrill Lynch & Co., Inc. 6.11% 1/29/37	2,269,000		2,554,928
Morgan Stanley:
2.125% 4/25/18	2,560,000		2,574,656
3.75% 2/25/23	1,168,000		1,166,692
4% 7/24/15	1,947,000		2,031,009
4.875% 11/1/22	6,884,000		7,266,668
5% 11/24/25	846,000		879,078
5.5% 7/28/21	1,222,000		1,392,431
5.625% 9/23/19	329,000		377,921
5.75% 1/25/21	557,000		640,265
6.625% 4/1/18	153,000		180,014
			34,988,508
Commercial Banks - 13.3%
AmSouth Bank NA, Birmingham 5.2% 4/1/15	1,630,000		1,697,893
Associated Banc Corp. 5.125% 3/28/16	575,000		612,447
Bank of America NA 1.25% 2/14/17	1,027,000		1,028,011
BB&T Corp. 3.95% 3/22/22	1,925,000		1,977,383
BPCE SA 5.15% 7/21/24 (c)	2,225,000		2,233,678
Branch Banking & Trust Co. 2.85% 4/1/21	3,282,000		3,279,243
Capital One Bank NA 1.2% 2/13/17	1,169,000		1,169,812
CIT Group, Inc. 3.875% 2/19/19	1,425,000		1,444,773
Nonconvertible Bonds - continued
	Principal Amount		Value
FINANCIALS - continued
Commercial Banks - continued
Comerica, Inc. 4.8% 5/1/15	$ 487,000		$ 509,061
Credit Suisse AG 6% 2/15/18	122,000		141,223
Discover Bank:
2% 2/21/18	3,900,000		3,895,554
7% 4/15/20	2,391,000		2,841,926
Fifth Third Bancorp:
4.3% 1/16/24	4,001,000		4,056,494
5.45% 1/15/17	1,232,000		1,367,552
8.25% 3/1/38	3,848,000		5,409,284
HSBC Bank U.S.A. N.A. 4.875% 8/24/20	725,000		794,120
HSBC Holdings PLC 6.5% 9/15/37	100,000		120,223
Huntington Bancshares, Inc. 7% 12/15/20	1,087,000		1,306,720
KeyBank NA 1.65% 2/1/18	501,000		500,620
KeyCorp. 5.1% 3/24/21	2,081,000		2,335,150
Marshall & Ilsley Bank:
4.85% 6/16/15	1,222,000		1,281,515
5% 1/17/17	1,027,000		1,116,095
Mizuho Corporate Bank Ltd. 1.55% 10/17/17 (c)	4,377,000		4,343,153
Rabobank Nederland 4.625% 12/1/23	4,531,000		4,659,708
Regions Bank:
6.45% 6/26/37	2,611,000		2,889,967
7.5% 5/15/18	7,499,000		8,928,759
Regions Financial Corp.:
2% 5/15/18	558,000		549,575
5.75% 6/15/15	1,655,000		1,749,153
Royal Bank of Scotland Group PLC:
2.55% 9/18/15	652,000		667,152
6% 12/19/23	5,228,000		5,383,272
6.1% 6/10/23	1,000,000		1,038,236
6.125% 12/15/22	5,972,000		6,268,916
SunTrust Banks, Inc.:
2.35% 11/1/18	894,000		901,843
3.5% 1/20/17	3,320,000		3,520,027
Wachovia Bank NA 6% 11/15/17	405,000		469,209
Wells Fargo & Co. 4.48% 1/16/24	7,539,000		7,890,265
			88,378,012
Consumer Finance - 2.4%
Ally Financial, Inc. 4.75% 9/10/18	4,500,000		4,792,500
Capital One Financial Corp. 2.15% 3/23/15	3,115,000		3,167,706
Nonconvertible Bonds - continued
	Principal Amount		Value
FINANCIALS - continued
Consumer Finance - continued
Discover Financial Services:
3.85% 11/21/22	$ 38,000		$ 37,487
5.2% 4/27/22	2,355,000		2,536,987
6.45% 6/12/17	107,000		121,281
Ford Motor Credit Co. LLC 1.5% 1/17/17	599,000		599,729
General Electric Capital Corp. 5.875% 1/14/38	150,000		177,644
HSBC U.S.A., Inc. 1.625% 1/16/18	703,000		701,293
Hyundai Capital America:
1.625% 10/2/15 (c)	178,000		179,814
2.125% 10/2/17 (c)	197,000		199,098
2.55% 2/6/19 (c)	3,163,000		3,181,931
			15,695,470
Diversified Financial Services - 7.0%
Bank of America Corp.:
5.75% 12/1/17	3,000,000		3,421,824
6.5% 8/1/16	1,240,000		1,396,580
Barclays Bank PLC 2.5% 2/20/19	400,000		404,289
BP Capital Markets PLC 3.125% 10/1/15	608,000		632,852
Citigroup, Inc.:
3.953% 6/15/16	653,000		694,462
4.05% 7/30/22	316,000		319,931
4.45% 1/10/17	1,250,000		1,358,380
5.5% 9/13/25	1,317,000		1,420,279
6.125% 5/15/18	640,000		741,492
6.675% 9/13/43	467,000		551,675
CME Group, Inc. 5.3% 9/15/43	3,050,000		3,398,097
Five Corners Funding Trust 4.419% 11/15/23 (c)	4,111,000		4,196,797
ING U.S., Inc.:
5.5% 7/15/22	744,000		832,439
5.7% 7/15/43	1,108,000		1,234,965
JPMorgan Chase & Co. 3.875% 2/1/24	5,000,000		5,049,210
JPMorgan Chase Bank 6% 10/1/17	10,850,000		12,478,227
MetLife Institutional Funding II 0.6129% 1/6/15 (c)(e)	600,000		601,646
Moody's Corp. 4.5% 9/1/22	6,500,000		6,724,270
RBS Citizens Financial Group, Inc. 4.15% 9/28/22 (c)	517,000		514,971
TECO Finance, Inc. 5.15% 3/15/20	114,000		127,356
			46,099,742
Nonconvertible Bonds - continued
	Principal Amount		Value
FINANCIALS - continued
Insurance - 6.5%
American International Group, Inc.:
3.8% 3/22/17	$ 1,042,000		$ 1,119,388
4.875% 9/15/16	1,390,000		1,522,235
5.85% 1/16/18	1,000,000		1,149,683
Aon Corp.:
3.125% 5/27/16	1,609,000		1,682,990
6.25% 9/30/40	253,000		308,405
Assurant, Inc. 2.5% 3/15/18	3,842,000		3,850,779
Berkshire Hathaway Finance Corp.:
1.6% 5/15/17	425,000		432,917
4.4% 5/15/42	107,000		103,553
Great-West Life & Annuity Insurance Co. 7.153% 5/16/46 (c)(e)	66,000		67,980
Hartford Financial Services Group, Inc.:
4% 10/15/17	3,600,000		3,894,581
4.3% 4/15/43	1,211,000		1,137,313
Liberty Mutual Group, Inc. 4.95% 5/1/22 (c)	5,250,000		5,592,127
Marsh & McLennan Companies, Inc.:
4.05% 10/15/23	2,306,000		2,342,905
4.8% 7/15/21	1,643,000		1,793,211
Massachusetts Mutual Life Insurance Co. 5.375% 12/1/41 (c)	148,000		161,326
MetLife, Inc. 1.756% 12/15/17 (b)	238,000		241,325
Pacific LifeCorp:
5.125% 1/30/43 (c)	1,285,000		1,254,679
6% 2/10/20 (c)	902,000		1,027,494
Prudential Financial, Inc.:
5.625% 5/12/41	1,170,000		1,318,547
5.625% 6/15/43 (e)	5,000,000		5,162,500
Symetra Financial Corp. 6.125% 4/1/16 (c)	615,000		657,142
Unum Group:
5.625% 9/15/20	1,846,000		2,057,182
5.75% 8/15/42	3,748,000		4,031,904
7.125% 9/30/16	106,000		121,142
UnumProvident Finance Co. PLC 6.85% 11/15/15 (c)	1,938,000		2,110,730
			43,142,038
Real Estate Investment Trusts - 2.9%
Alexandria Real Estate Equities, Inc. 4.6% 4/1/22	94,000		97,408
AvalonBay Communities, Inc. 4.2% 12/15/23	4,553,000		4,703,012
Boston Properties, Inc. 3.85% 2/1/23	738,000		741,532
Nonconvertible Bonds - continued
	Principal Amount		Value
FINANCIALS - continued
Real Estate Investment Trusts - continued
BRE Properties, Inc. 5.5% 3/15/17	$ 152,000		$ 168,140
Camden Property Trust 4.25% 1/15/24	758,000		775,694
CommonWealth REIT 5.875% 9/15/20	1,260,000		1,354,093
Developers Diversified Realty Corp.:
4.625% 7/15/22	391,000		410,417
4.75% 4/15/18	1,764,000		1,920,269
9.625% 3/15/16	214,000		248,686
Duke Realty LP:
3.625% 4/15/23	383,000		365,207
3.875% 10/15/22	403,000		394,896
4.375% 6/15/22	206,000		210,480
5.5% 3/1/16	1,300,000		1,408,698
6.75% 3/15/20	1,295,000		1,524,231
Equity One, Inc. 3.75% 11/15/22	3,000,000		2,882,328
Federal Realty Investment Trust 6.2% 1/15/17	1,300,000		1,467,500
Health Care REIT, Inc. 2.25% 3/15/18	324,000		326,617
Retail Opportunity Investments Partnership LP 5% 12/15/23	167,000		173,214
Simon Property Group LP 2.8% 1/30/17	47,000		49,152
			19,221,574
Real Estate Management & Development - 3.5%
BioMed Realty LP:
3.85% 4/15/16	914,000		962,542
4.25% 7/15/22	170,000		169,345
Brandywine Operating Partnership LP:
3.95% 2/15/23	2,017,000		1,971,632
4.95% 4/15/18	290,000		314,163
6% 4/1/16	211,000		229,705
7.5% 5/15/15	899,000		967,839
Liberty Property LP:
3.375% 6/15/23	1,087,000		1,023,854
4.125% 6/15/22	1,832,000		1,855,774
4.4% 2/15/24	1,039,000		1,056,692
4.75% 10/1/20	752,000		805,354
5.125% 3/2/15	141,000		146,809
5.5% 12/15/16	2,436,000		2,690,160
6.625% 10/1/17	1,960,000		2,264,694
Mack-Cali Realty LP:
2.5% 12/15/17	488,000		493,583
3.15% 5/15/23	922,000		828,777
Nonconvertible Bonds - continued
	Principal Amount		Value
FINANCIALS - continued
Real Estate Management & Development - continued
Mack-Cali Realty LP: - continued
4.5% 4/18/22	$ 94,000		$ 95,192
7.75% 8/15/19	126,000		151,709
Mid-America Apartments LP 4.3% 10/15/23	180,000		182,011
Post Apartment Homes LP 3.375% 12/1/22	4,905,000		4,644,172
Prime Property Funding, Inc. 5.7% 4/15/17 (c)	276,000		299,458
Reckson Operating Partnership LP 6% 3/31/16	286,000		311,662
Regency Centers LP 5.25% 8/1/15	249,000		263,294
Tanger Properties LP:
3.875% 12/1/23	398,000		398,309
6.125% 6/1/20	661,000		774,007
6.15% 11/15/15	65,000		70,792
Ventas Realty LP/Ventas Capital Corp. 2% 2/15/18	508,000		509,130
			23,480,659
TOTAL FINANCIALS			271,006,003
HEALTH CARE - 3.2%
Biotechnology - 0.7%
Amgen, Inc. 5.15% 11/15/41	3,228,000		3,380,804
Howard Hughes Medical Institute 3.5% 9/1/23	1,106,000		1,121,663
			4,502,467
Health Care Providers & Services - 1.7%
Aetna, Inc. 1.5% 11/15/17	72,000		71,804
Express Scripts Holding Co. 2.1% 2/12/15	4,500,000		4,562,739
Express Scripts, Inc. 3.125% 5/15/16	1,696,000		1,773,970
UnitedHealth Group, Inc.:
3.95% 10/15/42	132,000		119,495
4.25% 3/15/43	2,500,000		2,381,798
4.625% 11/15/41	965,000		973,936
WellPoint, Inc.:
1.875% 1/15/18	288,000		287,838
2.375% 2/15/17	810,000		833,273
			11,004,853
Life Sciences Tools & Services - 0.0%
Thermo Fisher Scientific, Inc.:
4.15% 2/1/24	248,000		254,983
5.3% 2/1/44	103,000		111,374
			366,357
Nonconvertible Bonds - continued
	Principal Amount		Value
HEALTH CARE - continued
Pharmaceuticals - 0.8%
AbbVie, Inc.:
1.75% 11/6/17	$ 999,000		$ 1,006,243
4.4% 11/6/42	627,000		616,445
Johnson & Johnson 4.5% 12/5/43	3,200,000		3,357,949
Watson Pharmaceuticals, Inc. 1.875% 10/1/17	187,000		186,994
Zoetis, Inc. 1.875% 2/1/18	123,000		123,346
			5,290,977
TOTAL HEALTH CARE			21,164,654
INDUSTRIALS - 3.3%
Aerospace & Defense - 0.3%
BAE Systems Holdings, Inc. 4.95% 6/1/14 (c)	103,000		104,067
United Technologies Corp. 4.5% 6/1/42	1,761,000		1,796,440
			1,900,507
Airlines - 0.1%
Aviation Capital Group Corp. 4.625% 1/31/18 (c)	549,000		572,048
Continental Airlines, Inc. 6.648% 3/15/19	75,231		79,557
U.S. Airways pass-thru trust certificates:
6.85% 1/30/18	51,445		55,047
8.36% 1/20/19	40,032		44,636
			751,288
Electrical Equipment - 1.7%
Roper Industries, Inc.:
1.85% 11/15/17	4,079,000		4,099,938
2.05% 10/1/18	7,475,000		7,381,465
			11,481,403
Industrial Conglomerates - 0.8%
General Electric Co.:
2.7% 10/9/22	5,000,000		4,837,270
4.125% 10/9/42	434,000		420,526
			5,257,796
Road & Rail - 0.4%
Burlington Northern Santa Fe LLC 4.4% 3/15/42	2,500,000		2,374,528
TOTAL INDUSTRIALS			21,765,522
Nonconvertible Bonds - continued
	Principal Amount		Value
INFORMATION TECHNOLOGY - 1.8%
Communications Equipment - 0.4%
Cisco Systems, Inc. 2.9% 3/4/21	$ 2,273,000		$ 2,293,884
Computers & Peripherals - 0.2%
Hewlett-Packard Co. 2.625% 12/9/14	1,500,000		1,523,355
Electronic Equipment & Components - 0.1%
Tyco Electronics Group SA:
1.6% 2/3/15	152,000		153,376
2.375% 12/17/18	185,000		184,289
			337,665
IT Services - 1.1%
The Western Union Co.:
2.375% 12/10/15	358,000		367,337
2.875% 12/10/17	926,000		952,645
Xerox Corp.:
2.95% 3/15/17	2,591,000		2,712,334
4.25% 2/15/15	3,200,000		3,307,008
			7,339,324
Software - 0.0%
Oracle Corp. 5.375% 7/15/40	240,000		270,816
TOTAL INFORMATION TECHNOLOGY			11,765,044
MATERIALS - 1.0%
Chemicals - 0.1%
Ecolab, Inc. 1.45% 12/8/17	434,000		430,755
Construction Materials - 0.0%
CRH America, Inc. 6% 9/30/16	82,000		91,263
Metals & Mining - 0.9%
Anglo American Capital PLC 9.375% 4/8/14 (c)	156,000		157,210
Corporacion Nacional del Cobre de Chile (Codelco) 5.625% 10/18/43 (c)	625,000		637,559
Teck Resources Ltd. 2.5% 2/1/18	5,000,000		5,065,170
Vale Overseas Ltd. 6.25% 1/23/17	104,000		116,480
			5,976,419
TOTAL MATERIALS			6,498,437
Nonconvertible Bonds - continued
	Principal Amount		Value
TELECOMMUNICATION SERVICES - 4.1%
Diversified Telecommunication Services - 3.1%
AT&T, Inc.:
5.55% 8/15/41	$ 2,700,000		$ 2,843,408
6.3% 1/15/38	970,000		1,106,892
British Telecommunications PLC:
1.25% 2/14/17	1,064,000		1,066,581
1.625% 6/28/16	435,000		442,191
Verizon Communications, Inc.:
2.45% 11/1/22	634,000		577,746
3.5% 11/1/21	1,420,000		1,433,784
4.5% 9/15/20	3,827,000		4,146,111
4.6% 4/1/21	460,000		498,501
6.4% 9/15/33	1,509,000		1,794,642
6.55% 9/15/43	5,646,000		6,913,425
			20,823,281
Wireless Telecommunication Services - 1.0%
America Movil S.A.B. de CV:
2.375% 9/8/16	1,450,000		1,497,850
3.625% 3/30/15	564,000		580,920
Rogers Communications, Inc. 4.1% 10/1/23	4,398,000		4,511,939
			6,590,709
TOTAL TELECOMMUNICATION SERVICES			27,413,990
UTILITIES - 6.5%
Electric Utilities - 4.1%
AmerenUE 6.4% 6/15/17	133,000		153,784
American Electric Power Co., Inc. 1.65% 12/15/17	2,173,000		2,173,315
Cleveland Electric Illuminating Co. 5.7% 4/1/17	223,000		241,179
Commonwealth Edison Co. 1.95% 9/1/16	83,000		85,034
Duke Capital LLC 5.668% 8/15/14	192,000		196,370
Duke Energy Carolinas LLC 4.25% 12/15/41	106,000		105,058
Duke Energy Corp.:
1.625% 8/15/17	5,685,000		5,728,655
2.1% 6/15/18	414,000		418,745
Duke Energy Industries, Inc. 4.9% 7/15/43	3,000,000		3,253,683
Duquesne Light Holdings, Inc.:
5.9% 12/1/21 (c)	500,000		569,628
6.4% 9/15/20 (c)	1,310,000		1,530,806
Entergy Louisiana LLC 1.875% 12/15/14	144,000		145,632
Nonconvertible Bonds - continued
	Principal Amount		Value
UTILITIES - continued
Electric Utilities - continued
FirstEnergy Corp.:
2.75% 3/15/18	$ 599,000		$ 603,785
4.25% 3/15/23	894,000		877,251
7.375% 11/15/31	4,145,000		4,773,096
Florida Power & Light Co. 5.69% 3/1/40	1,000,000		1,204,754
Nevada Power Co.:
6.5% 8/1/18	70,000		83,414
6.65% 4/1/36	500,000		647,345
NextEra Energy Capital Holdings, Inc. 1.611% 6/1/14	581,000		582,697
Northeast Utilities 1.45% 5/1/18	208,000		203,540
Pepco Holdings, Inc. 2.7% 10/1/15	2,228,000		2,281,951
Tampa Electric Co. 6.55% 5/15/36	500,000		631,834
Xcel Energy, Inc. 4.8% 9/15/41	554,000		577,854
			27,069,410
Gas Utilities - 0.3%
Boston Gas Co. 4.487% 2/15/42 (c)	2,000,000		2,000,644
Southern Natural Gas Co./Southern Natural Issuing Corp. 4.4% 6/15/21	18,000		19,077
			2,019,721
Multi-Utilities - 2.1%
Dominion Resources, Inc.:
1.95% 8/15/16	1,612,000		1,650,806
2.5469% 9/30/66 (e)	7,158,000		6,610,978
7.5% 6/30/66 (e)	145,000		157,325
NiSource Finance Corp.:
4.45% 12/1/21	91,000		96,376
5.25% 2/15/43	234,000		236,947
5.4% 7/15/14	1,060,000		1,078,319
5.95% 6/15/41	1,493,000		1,652,620
6.4% 3/15/18	59,000		68,973
Sempra Energy:
2.3% 4/1/17	2,024,000		2,080,073
Nonconvertible Bonds - continued
	Principal Amount		Value
UTILITIES - continued
Multi-Utilities - continued
Sempra Energy: - continued
2.875% 10/1/22	$ 224,000		$ 213,150
Wisconsin Energy Corp. 6.25% 5/15/67 (e)	117,000		119,633
			13,965,200
TOTAL UTILITIES			43,054,331
TOTAL NONCONVERTIBLE BONDS (Cost $537,835,810)		551,422,364
U.S. Treasury Obligations - 1.7%

U.S. Treasury Bonds 3.625% 8/15/43 (Cost $10,860,456)	11,301,000		11,378,694
Municipal Securities - 4.5%

American Muni. Pwr., Inc. Rev. (Combined Hydroelectric Proj.) Series 2010 B, 8.084% 2/15/50	280,000		400,658
California Gen. Oblig.:
Series 2009, 7.35% 11/1/39	40,000		53,803
7.3% 10/1/39	1,485,000		1,998,171
7.5% 4/1/34	1,165,000		1,580,940
7.55% 4/1/39	730,000		1,014,744
7.6% 11/1/40	5,750,000		8,106,178
7.625% 3/1/40	70,000		97,632
Chicago Gen. Oblig. (Taxable Proj.):
Series 2010 C1, 7.781% 1/1/35	1,295,000		1,540,817
Series 2012 B, 5.432% 1/1/42	160,000		142,314
Illinois Gen. Oblig. Series 2011:
5.665% 3/1/18	1,255,000		1,392,598
5.877% 3/1/19	12,135,000		13,615,823
TOTAL MUNICIPAL SECURITIES (Cost $29,640,835)		29,943,678
Foreign Government and Government Agency Obligations - 1.1%
	Principal Amount		Value
Banco Nacional de Desenvolvimento Economico e Social 5.75% 9/26/23 (c)	$ 825,000		$ 840,469
Brazilian Federative Republic 4.25% 1/7/25	885,000		851,813
Chilean Republic 3.25% 9/14/21	155,000		155,775
Russian Federation 3.25% 4/4/17 (c)	800,000		836,960
United Mexican States:
4.75% 3/8/44	4,516,000		4,211,170
5.55% 1/21/45	33,000		34,320
6.05% 1/11/40	116,000		129,804
TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $7,681,538)		7,060,311

Fixed-Income Funds - 3.9%
	Shares
Fidelity Specialized High Income Central Fund (f) (Cost $24,840,171)	237,388		25,540,612
Preferred Securities - 0.0%
	Principal Amount
FINANCIALS - 0.0%
Diversified Financial Services - 0.0%
MUFG Capital Finance 1 Ltd. 6.346% (d)(e) (Cost $103,589)	$ 102,000		111,449
Money Market Funds - 5.5%
	Shares		Value
Fidelity Cash Central Fund, 0.10% (a) (Cost $36,449,725)	36,449,725		$ 36,449,725
TOTAL INVESTMENT PORTFOLIO - 99.9% (Cost $647,412,124)		661,906,833
NET OTHER ASSETS (LIABILITIES) - 0.1%			490,236
NET ASSETS - 100%		$ 662,397,069

Legend

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

(d) Security is perpetual in nature with no stated maturity date.

(e) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 16,515
Fidelity Specialized High Income Central Fund	1,002,718
Total	$ 1,019,233

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 Specialized High Income Central Fund	$ 38,263,135	$ 1,002,718	$ 14,977,411	$ 25,540,612	6.2%

Other Information

The following is a summary of the inputs used, as of February 28, 2014, 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 Investment 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	$ 551,422,364	$ -	$ 551,422,364	$ -
U.S. Government and Government Agency Obligations	11,378,694	-	11,378,694	-
Municipal Securities	29,943,678	-	29,943,678	-
Foreign Government and Government Agency Obligations	7,060,311	-	7,060,311	-
Fixed-Income Funds	25,540,612	25,540,612	-	-
Preferred Securities	111,449	-	111,449	-
Money Market Funds	36,449,725	36,449,725	-	-
Total Investments in Securities:	$ 661,906,833	$ 61,990,337	$ 599,916,496	$ -

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

United States of America	88.0%
United Kingdom	3.2%
Mexico	2.4%
Canada	2.2%
Cayman Islands	1.1%
Netherlands	1.0%
Others (Individually Less Than 1%)	2.1%
	100.0%

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

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	February 28, 2014 (Unaudited)

Assets
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $586,122,228)	$ 599,916,496
Fidelity Central Funds (cost $61,289,896)	61,990,337
Total Investments (cost $647,412,124)		$ 661,906,833
Receivable for fund shares sold		1,489,014
Interest receivable		7,152,231
Distributions receivable from Fidelity Central Funds		2,784
Receivable from investment adviser for expense reductions		104
Total assets		670,550,966

Liabilities
Payable for investments purchased	$ 7,390,480
Payable for fund shares redeemed	431,880
Distributions payable	69,126
Accrued management fee	188,740
Distribution and service plan fees payable	13,576
Other affiliated payables	60,095
Total liabilities		8,153,897

Net Assets		$ 662,397,069
Net Assets consist of:
Paid in capital		$ 653,769,367
Distributions in excess of net investment income		(118,384)
Accumulated undistributed net realized gain (loss) on investments		(5,748,623)
Net unrealized appreciation (depreciation) on investments		14,494,709
Net Assets		$ 662,397,069

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

	February 28, 2014 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($22,145,925 ÷ 1,970,979 shares)		$ 11.24

Maximum offering price per share (100/96.00 of $11.24)		$ 11.71
Class T: Net Asset Value and redemption price per share ($6,281,504 ÷ 559,063 shares)		$ 11.24

Maximum offering price per share (100/96.00 of $11.24)		$ 11.71
Class C: Net Asset Value and offering price per share ($9,423,629 ÷ 838,785 shares)^A		$ 11.23

Corporate Bond: Net Asset Value, offering price and redemption price per share ($564,439,234 ÷ 50,235,478 shares)		$ 11.24

Institutional Class: Net Asset Value, offering price and redemption price per share ($60,106,777 ÷ 5,349,433 shares)		$ 11.24

^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.

Semiannual Report

Statement of Operations

	Six months ended February 28, 2014 (Unaudited)

Investment Income
Dividends		$ 3,236
Interest		13,234,090
Income from Fidelity Central Funds		1,019,233
Total income		14,256,559

Expenses
Management fee	$ 1,422,753
Transfer agent fees	446,582
Distribution and service plan fees	84,850
Independent trustees' compensation	1,645
Miscellaneous	756
Total expenses before reductions	1,956,586
Expense reductions	(1,693)	1,954,893
Net investment income (loss)		12,301,666
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(5,714,366)
Fidelity Central Funds	14,058
Total net realized gain (loss)		(5,700,308)
Change in net unrealized appreciation (depreciation) on investment securities		34,204,437
Net gain (loss)		28,504,129
Net increase (decrease) in net assets resulting from operations		$ 40,805,795

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Six months ended February 28, 2014 (Unaudited)	Year ended August 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 12,301,666	$ 20,127,522
Net realized gain (loss)	(5,700,308)	528,552
Change in net unrealized appreciation (depreciation)	34,204,437	(43,600,433)
Net increase (decrease) in net assets resulting from operations	40,805,795	(22,944,359)
Distributions to shareholders from net investment income	(12,329,107)	(20,053,746)
Distributions to shareholders from net realized gain	-	(4,309,634)
Total distributions	(12,329,107)	(24,363,380)
Share transactions - net increase (decrease)	(229,606,601)	355,765,675
Total increase (decrease) in net assets	(201,129,913)	308,457,936

Net Assets
Beginning of period	863,526,982	555,069,046
End of period (including distributions in excess of net investment income of $118,384 and distributions in excess of net investment income of $90,943, respectively)	$ 662,397,069	$ 863,526,982

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

Semiannual Report

Financial Highlights - Class A

	Six months ended February 28, 2014	Years ended August 31,
	(Unaudited)	2013	2012	2011	2010^H
Selected Per-Share Data
Net asset value, beginning of period	$ 10.81	$ 11.42	$ 10.70	$ 10.45	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.148	.277	.287	.356	.128
Net realized and unrealized gain (loss)	.431	(.536)	.857	.366	.446
Total from investment operations	.579	(.259)	1.144	.722	.574
Distributions from net investment income	(.149)	(.273)	(.294)	(.370)	(.124)
Distributions from net realized gain	-	(.078)	(.130)	(.102)	-
Total distributions	(.149)	(.351)	(.424)	(.472)	(.124)
Net asset value, end of period	$ 11.24	$ 10.81	$ 11.42	$ 10.70	$ 10.45
Total Return^B,C,D	5.39%	(2.36)%	10.98%	7.16%	5.78%
Ratios to Average Net Assets^F,I
Expenses before reductions	.80%^A	.76%	.76%	.75%	.74%^A
Expenses net of fee waivers, if any	.80%^A	.76%	.76%	.75%	.74%^A
Expenses net of all reductions	.80%^A	.76%	.76%	.75%	.74%^A
Net investment income (loss)	2.72%^A	2.43%	2.62%	3.43%	3.91%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 22,146	$ 21,833	$ 40,842	$ 12,935	$ 3,083
Portfolio turnover rate^G	67%^A	58%	103%	242%^J	67%^K

^A Annualized

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

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

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

^E Calculated based on average shares outstanding during the period.

^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.

^J The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

^K Amount not annualized.

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

Semiannual Report

Financial Highlights - Class T

	Six months ended February 28, 2014	Years ended August 31,
	(Unaudited)	2013	2012	2011	2010^H
Selected Per-Share Data
Net asset value, beginning of period	$ 10.81	$ 11.42	$ 10.69	$ 10.44	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.146	.272	.284	.357	.131
Net realized and unrealized gain (loss)	.430	(.537)	.868	.363	.436
Total from investment operations	.576	(.265)	1.152	.720	.567
Distributions from net investment income	(.146)	(.267)	(.292)	(.368)	(.127)
Distributions from net realized gain	-	(.078)	(.130)	(.102)	-
Total distributions	(.146)	(.345)	(.422)	(.470)	(.127)
Net asset value, end of period	$ 11.24	$ 10.81	$ 11.42	$ 10.69	$ 10.44
Total Return^B,C,D	5.36%	(2.42)%	11.06%	7.14%	5.71%
Ratios to Average Net Assets^F,I
Expenses before reductions	.85%^A	.80%	.79%	.75%	.68%^A
Expenses net of fee waivers, if any	.85%^A	.80%	.79%	.75%	.68%^A
Expenses net of all reductions	.85%^A	.80%	.79%	.75%	.68%^A
Net investment income (loss)	2.67%^A	2.39%	2.59%	3.42%	3.98%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 6,282	$ 6,502	$ 12,078	$ 5,153	$ 1,026
Portfolio turnover rate^G	67%^A	58%	103%	242%^J	67%^K

^A Annualized

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

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

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

^E Calculated based on average shares outstanding during the period.

^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.

^J The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

^K Amount not annualized.

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

Semiannual Report

Financial Highlights - Class C

	Six months ended February 28, 2014	Years ended August 31,
	(Unaudited)	2013	2012	2011	2010^H
Selected Per-Share Data
Net asset value, beginning of period	$ 10.80	$ 11.42	$ 10.69	$ 10.44	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.107	.189	.204	.280	.106
Net realized and unrealized gain (loss)	.431	(.544)	.868	.361	.437
Total from investment operations	.538	(.355)	1.072	.641	.543
Distributions from net investment income	(.108)	(.187)	(.212)	(.289)	(.103)
Distributions from net realized gain	-	(.078)	(.130)	(.102)	-
Total distributions	(.108)	(.265)	(.342)	(.391)	(.103)
Net asset value, end of period	$ 11.23	$ 10.80	$ 11.42	$ 10.69	$ 10.44
Total Return^B,C,D	5.00%	(3.20)%	10.25%	6.34%	5.46%
Ratios to Average Net Assets^F,I
Expenses before reductions	1.56%^A	1.53%	1.51%	1.47%	1.45%^A
Expenses net of fee waivers, if any	1.56%^A	1.53%	1.51%	1.47%	1.45%^A
Expenses net of all reductions	1.56%^A	1.53%	1.51%	1.47%	1.45%^A
Net investment income (loss)	1.96%^A	1.66%	1.86%	2.71%	3.20%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 9,424	$ 13,705	$ 24,613	$ 11,111	$ 668
Portfolio turnover rate^G	67%^A	58%	103%	242%^J	67%^K

^A Annualized

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

^C Total returns would have been lower if certain expenses had not been reduced during the applicable 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.

^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.

^J The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

^K Amount not annualized.

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

Semiannual Report

Financial Highlights - Corporate Bond

	Six months ended February 28, 2014	Years ended August 31,
	(Unaudited)	2013	2012	2011	2010^G
Selected Per-Share Data
Net asset value, beginning of period	$ 10.81	$ 11.42	$ 10.70	$ 10.45	$ 10.00
Income from Investment Operations
Net investment income (loss)^D	.167	.309	.321	.388	.137
Net realized and unrealized gain (loss)	.431	(.532)	.858	.367	.447
Total from investment operations	.598	(.223)	1.179	.755	.584
Distributions from net investment income	(.168)	(.309)	(.329)	(.403)	(.134)
Distributions from net realized gain	-	(.078)	(.130)	(.102)	-
Total distributions	(.168)	(.387)	(.459)	(.505)	(.134)
Net asset value, end of period	$ 11.24	$ 10.81	$ 11.42	$ 10.70	$ 10.45
Total Return^B,C	5.57%	(2.06)%	11.32%	7.50%	5.88%
Ratios to Average Net Assets^E,H
Expenses before reductions	.45%^A	.45%	.45%	.45%	.44%^A
Expenses net of fee waivers, if any	.45%^A	.45%	.45%	.45%	.44%^A
Expenses net of all reductions	.45%^A	.45%	.45%	.45%	.44%^A
Net investment income (loss)	3.07%^A	2.74%	2.93%	3.72%	4.21%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 564,439	$ 771,621	$ 471,540	$ 110,113	$ 124,879
Portfolio turnover rate^F	67%^A	58%	103%	242%^I	67%^J

^A Annualized

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

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

^D Calculated based on average shares outstanding during the period.

^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.

^I The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

^J Amount not annualized.

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended February 28, 2014	Years ended August 31,
	(Unaudited)	2013	2012	2011	2010^G
Selected Per-Share Data
Net asset value, beginning of period	$ 10.81	$ 11.42	$ 10.70	$ 10.45	$ 10.00
Income from Investment Operations
Net investment income (loss)^D	.164	.301	.316	.389	.140
Net realized and unrealized gain (loss)	.431	(.530)	.858	.366	.445
Total from investment operations	.595	(.229)	1.174	.755	.585
Distributions from net investment income	(.165)	(.303)	(.324)	(.403)	(.135)
Distributions from net realized gain	-	(.078)	(.130)	(.102)	-
Total distributions	(.165)	(.381)	(.454)	(.505)	(.135)
Net asset value, end of period	$ 11.24	$ 10.81	$ 11.42	$ 10.70	$ 10.45
Total Return^B,C	5.54%	(2.11)%	11.27%	7.51%	5.89%
Ratios to Average Net Assets^E,H
Expenses before reductions	.52%^A	.52%	.49%	.43%	.42%^A
Expenses net of fee waivers, if any	.52%^A	.51%	.49%	.43%	.42%^A
Expenses net of all reductions	.52%^A	.51%	.49%	.43%	.42%^A
Net investment income (loss)	3.01%^A	2.68%	2.88%	3.75%	4.23%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 60,107	$ 49,866	$ 5,996	$ 1,906	$ 1,406
Portfolio turnover rate^F	67%^A	58%	103%	242%^I	67%^J

^A Annualized

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

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

^D Calculated based on average shares outstanding during the period.

^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.

^I The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

^J Amount not annualized.

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

Semiannual Report

Notes to Financial Statements

For the period ended February 28, 2014 (Unaudited)

1. Organization.

2. Investments in Fidelity Central Funds.

Fidelity Central
Fund

Investment
Manager

Investment
Objective

Investment
Practices

Expense
Ratio*

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

Less than .01%

* Expenses expressed as a percentage of average net assets and are as of each underlying Central Fund's most recent annual or semi-annual shareholder report.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Investments in Fidelity Central Funds - continued

3. Significant Accounting Policies.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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)

Valuation techniques used to value the Fund's investments by major category are as follows:

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

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 February 28, 2014, is included at the end of the Fund's Schedule of Investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily 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 may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 20,655,497
Gross unrealized depreciation	(5,642,590)
Net unrealized appreciation (depreciation) on securities and other investments	$ 15,012,907

Tax cost	$ 646,893,926

4. 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 $189,500,731 and $409,369,440, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) 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. Under the management contract, the investment adviser pays all other expenses, except the compensation of the independent Trustees and certain other expenses such as transfer agent and distribution and service plan fees, and interest expense, including commitment fees.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 26,020	$ 1,976
Class T	-%	.25%	8,090	226
Class C	.75%	.25%	50,740	12,919
			$ 84,850	$ 15,121

For the period, sales charge amounts retained by FDC were as follows:

	Retained by FDC
Class A	$ 2,097
Class T	746
Class C*	988
	$ 3,831

* When Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Class A	$ 20,180	.20
Class T	7,998	.25
Class C	10,247	.20
Corporate Bond	361,673	.10
Institutional Class	46,484	.17
	$ 446,582

* Annualized

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 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 $756 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Expense Reductions.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $1,670.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended February 28, 2014	Year ended August 31, 2013
From net investment income
Class A	$ 283,052	$ 833,757
Class T	86,371	243,158
Class C	99,953	353,250
Corporate Bond	11,014,118	17,529,207
Institutional Class	845,613	1,094,374
Total	$ 12,329,107	$ 20,053,746

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

8. Distributions to Shareholders - continued

	Six months ended February 28, 2014	Year ended August 31, 2013
From net realized gain
Class A	$ -	$ 277,814
Class T	-	58,953
Class C	-	165,646
Corporate Bond	-	3,673,268
Institutional Class	-	133,953
Total	$ -	$ 4,309,634

9. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended February 28, 2014	Year ended August 31, 2013	Six months ended February 28, 2014	Year ended August 31, 2013
Class A
Shares sold	438,442	1,515,657	$ 4,831,421	$ 17,270,761
Reinvestment of distributions	22,894	85,203	252,987	968,306
Shares redeemed	(510,843)	(3,155,406)	(5,584,501)	(35,637,175)
Net increase (decrease)	(49,507)	(1,554,546)	$ (500,093)	$ (17,398,108)
Class T
Shares sold	174,455	1,302,915	$ 1,915,275	$ 14,971,061
Reinvestment of distributions	7,403	23,403	81,767	265,396
Shares redeemed	(224,561)	(1,781,782)	(2,461,048)	(19,747,768)
Net increase (decrease)	(42,703)	(455,464)	$ (464,006)	$ (4,511,311)
Class C
Shares sold	127,056	808,078	$ 1,401,879	$ 9,209,001
Reinvestment of distributions	8,443	43,397	93,222	493,436
Shares redeemed	(565,126)	(1,737,760)	(6,168,263)	(19,645,556)
Net increase (decrease)	(429,627)	(886,285)	$ (4,673,162)	$ (9,943,119)
Corporate Bond
Shares sold	19,418,887	63,621,676	$ 213,528,424	$ 717,197,210
Reinvestment of distributions	942,801	1,783,304	10,400,488	20,136,107
Shares redeemed	(41,535,735)	(35,271,546)	(455,908,572)	(396,626,148)
Net increase (decrease)	(21,174,047)	30,133,434	$ (231,979,660)	$ 340,707,169
Institutional Class
Shares sold	848,629	4,694,320	$ 9,247,148	$ 53,739,928
Reinvestment of distributions	75,012	102,987	828,952	1,159,091
Shares redeemed	(188,954)	(707,380)	(2,065,780)	(7,987,975)
Net increase (decrease)	734,687	4,089,927	$ 8,010,320	$ 46,911,044

Semiannual Report

10. Other.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Corporate Bond Fund

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Semiannual Report

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 50% would mean that half of the funds in the Total Mapped Group had higher, and half had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board. Because the vast majority of competitor funds' management fees do not cover non-management expenses, for a more meaningful comparison of management fees, the fund is compared on the basis of a hypothetical "net management fee," which is derived by subtracting payments made by FMR for "fund-level" non-management expenses (including pricing and bookkeeping fees and fees paid to non-affiliated custodians) from the fund's management fee. In this regard, the Board considered that net management fees can vary from year to year because of differences in "fund-level" non-management expenses, and that "fund-level" non-management expenses may exceed the fund's management fee and result in a negative net management fee. The Board noted, however, that FMR does not pay transfer agent fees or other "class-level" expenses (including 12b-1 fees, if applicable) under the fund's management contract.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Corporate Bond Fund

Semiannual Report

acb749494

The Board noted that the fund's hypothetical net management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2012.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's hypothetical net management fee as well as the fund's gross management fee. The Board also considered other "fund-level" expenses, such as pricing and bookkeeping fees and custodial, legal, and audit fees. The Board also considered other "class-level" expenses, such as transfer agent fees and fund-paid 12b-1 fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each class ranked below its competitive median for 2012.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Semiannual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

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

Smithfield, RI

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

(Fidelity Investment logo)(registered trademark)

ACBD-USAN-0414
1.907027.103

Fidelity®

Corporate Bond

Fund

Semiannual Report

February 28, 2014

(Fidelity Cover Art)

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit 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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 1, 2013 to February 28, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value September 1, 2013	Ending Account Value February 28, 2014	Expenses Paid During Period* September 1, 2013 to February 28, 2014
Class A	.80%
Actual		$ 1,000.00	$ 1,053.90	$ 4.07
Hypothetical^A		$ 1,000.00	$ 1,020.83	$ 4.01
Class T	.85%
Actual		$ 1,000.00	$ 1,053.60	$ 4.33
Hypothetical^A		$ 1,000.00	$ 1,020.58	$ 4.26
Class C	1.56%
Actual		$ 1,000.00	$ 1,050.00	$ 7.93
Hypothetical^A		$ 1,000.00	$ 1,017.06	$ 7.80
Corporate Bond	.45%
Actual		$ 1,000.00	$ 1,055.70	$ 2.29
Hypothetical^A		$ 1,000.00	$ 1,022.56	$ 2.26
Institutional Class	.52%
Actual		$ 1,000.00	$ 1,055.40	$ 2.65
Hypothetical^A		$ 1,000.00	$ 1,022.22	$ 2.61

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

Semiannual 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 the investments of Fidelity's fixed-income central funds.

Quality Diversification (% of fund's net assets)
As of February 28, 2014		As of August 31, 2013
	U.S. Government and U.S. Government Agency Obligations 1.7%		U.S. Government and U.S. Government Agency Obligations 2.6%
	AAA 0.7%		AAA 0.7%
	AA 2.2%		AA 1.5%
	A 21.4%		A 33.1%
	BBB 56.9%		BBB 49.8%
	BB and Below 11.4%		BB and Below 8.0%
	Not Rated 0.0%		Not Rated 0.1%
	Short-Term Investments and Net Other Assets 5.7%		Short-Term Investments and Net Other Assets 4.2%

cbd749531

Weighted Average Maturity as of February 28, 2014
		6 months ago
Years	10.5	9.6

Duration as of February 28, 2014
		6 months ago
Years	6.8	6.6

Asset Allocation (% of fund's net assets)
As of February 28, 2014*			As of August 31, 2013**
	Corporate Bonds 86.8%			Corporate Bonds 89.2%
	U.S. Government and U.S. Government Agency Obligations 1.7%			U.S. Government and U.S. Government Agency Obligations 2.6%
	Municipal Bonds 4.5%			Municipal Bonds 3.3%
	Other Investments 1.3%			Other Investments 0.7%
	Short-Term Investments and Net Other Assets (Liabilities) 5.7%			Short-Term Investments and Net Other Assets (Liabilities) 4.2%
* Foreign investments		12.0%	** Foreign investments		12.3%

cbd749543

Semiannual Report

Investments February 28, 2014 (Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 83.2%
	Principal Amount		Value
CONSUMER DISCRETIONARY - 8.3%
Automobiles - 1.0%
Daimler Finance North America LLC:
1.95% 3/28/14 (c)	$ 450,000		$ 450,395
2.3% 1/9/15 (c)	1,250,000		1,268,919
Ford Motor Co. 4.75% 1/15/43	3,184,000		3,079,504
Volkswagen International Finance NV 2.375% 3/22/17 (c)	2,050,000		2,120,725
			6,919,543
Diversified Consumer Services - 0.2%
Ingersoll-Rand Global Holding Co. Ltd.:
4.25% 6/15/23 (c)	549,000		563,608
5.75% 6/15/43 (c)	396,000		435,859
			999,467
Household Durables - 1.5%
D.R. Horton, Inc. 3.75% 3/1/19	4,500,000		4,545,000
Toll Brothers Finance Corp. 4.375% 4/15/23	5,750,000		5,563,125
			10,108,125
Media - 4.2%
Comcast Corp. 6.4% 3/1/40	1,150,000		1,416,685
COX Communications, Inc. 3.25% 12/15/22 (c)	301,000		283,248
DIRECTV Holdings LLC/DIRECTV Financing, Inc. 3.5% 3/1/16	220,000		231,066
Discovery Communications LLC:
4.875% 4/1/43	4,162,000		4,036,145
6.35% 6/1/40	221,000		256,274
NBCUniversal, Inc.:
3.65% 4/30/15	129,000		133,708
5.15% 4/30/20	3,625,000		4,145,122
News America Holdings, Inc. 7.75% 12/1/45	111,000		152,657
News America, Inc.:
6.15% 2/15/41	4,800,000		5,568,859
6.9% 8/15/39	300,000		374,232
Thomson Reuters Corp. 1.3% 2/23/17	305,000		304,772
Time Warner Cable, Inc.:
4.5% 9/15/42	2,168,000		1,975,113
5.875% 11/15/40	1,207,000		1,302,744
6.75% 7/1/18	700,000		825,223
8.25% 4/1/19	1,856,000		2,337,153
Time Warner, Inc.:
4.75% 3/29/21	1,750,000		1,925,571
Nonconvertible Bonds - continued
	Principal Amount		Value
CONSUMER DISCRETIONARY - continued
Media - continued
Time Warner, Inc.: - continued
6.2% 3/15/40	$ 1,700,000		$ 1,947,659
Viacom, Inc.:
1.25% 2/27/15	390,000		392,272
3.5% 4/1/17	34,000		36,229
			27,644,732
Specialty Retail - 1.4%
AutoZone, Inc. 3.7% 4/15/22	253,000		252,910
Home Depot, Inc. 5.95% 4/1/41	941,000		1,149,084
Lowe's Companies, Inc. 5.125% 11/15/41	650,000		698,108
Turlock Corp. 1.5% 11/2/17	7,000,000		7,008,456
			9,108,558
TOTAL CONSUMER DISCRETIONARY			54,780,425
CONSUMER STAPLES - 5.2%
Beverages - 2.1%
Anheuser-Busch InBev Finance, Inc. 2.15% 2/1/19	5,000,000		5,044,180
Diageo Capital PLC 1.5% 5/11/17	2,500,000		2,520,543
FBG Finance Ltd. 5.125% 6/15/15 (c)	282,000		297,392
Heineken NV:
1.4% 10/1/17 (c)	287,000		286,344
4% 10/1/42 (c)	96,000		85,701
SABMiller Holdings, Inc.:
1.85% 1/15/15 (c)	2,760,000		2,793,137
2.45% 1/15/17 (c)	2,655,000		2,743,053
			13,770,350
Food & Staples Retailing - 0.6%
Walgreen Co.:
1.8% 9/15/17	234,000		237,002
3.1% 9/15/22	3,607,000		3,484,643
4.4% 9/15/42	124,000		117,167
			3,838,812
Food Products - 0.0%
ConAgra Foods, Inc. 1.9% 1/25/18	285,000		284,573
Tobacco - 2.5%
Altria Group, Inc.:
2.85% 8/9/22	2,500,000		2,344,755
4% 1/31/24	529,000		529,127
Nonconvertible Bonds - continued
	Principal Amount		Value
CONSUMER STAPLES - continued
Tobacco - continued
Altria Group, Inc.: - continued
4.125% 9/11/15	$ 2,100,000		$ 2,209,914
5.375% 1/31/44	905,000		944,850
9.7% 11/10/18	3,062,000		4,071,474
Philip Morris International, Inc. 4.375% 11/15/41	2,100,000		1,999,515
Reynolds American, Inc.:
1.05% 10/30/15	660,000		662,255
3.25% 11/1/22	3,304,000		3,141,625
4.75% 11/1/42	470,000		441,645
6.75% 6/15/17	384,000		444,546
			16,789,706
TOTAL CONSUMER STAPLES			34,683,441
ENERGY - 8.9%
Energy Equipment & Services - 2.0%
Cameron International Corp. 1.6% 4/30/15	259,000		261,697
DCP Midstream LLC:
4.75% 9/30/21 (c)	158,000		162,499
5.35% 3/15/20 (c)	3,116,000		3,370,493
5.85% 5/21/43 (c)(e)	7,500,000		7,031,250
El Paso Pipeline Partners Operating Co. LLC 6.5% 4/1/20	658,000		760,839
Noble Holding International Ltd.:
2.5% 3/15/17	125,000		127,992
3.05% 3/1/16	450,000		465,761
Transocean, Inc. 6.5% 11/15/20	930,000		1,051,892
			13,232,423
Oil, Gas & Consumable Fuels - 6.9%
Anadarko Petroleum Corp.:
5.95% 9/15/16	393,000		439,014
6.375% 9/15/17	3,626,000		4,199,194
Apache Corp. 4.75% 4/15/43	3,233,000		3,255,689
DCP Midstream Operating LP:
2.5% 12/1/17	370,000		379,376
3.875% 3/15/23	222,000		215,247
4.95% 4/1/22	1,925,000		2,024,979
Devon Energy Corp.:
1.2% 12/15/16	1,021,000		1,024,585
2.25% 12/15/18	910,000		914,849
Nonconvertible Bonds - continued
	Principal Amount		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Duke Energy Field Services 5.375% 10/15/15 (c)	$ 54,000		$ 57,183
El Paso Natural Gas Co. 5.95% 4/15/17	492,000		555,159
Enbridge Energy Partners LP 4.2% 9/15/21	140,000		145,263
Encana Holdings Finance Corp. 5.8% 5/1/14	129,000		130,081
Enterprise Products Operating LP 1.25% 8/13/15	387,000		390,034
Marathon Petroleum Corp. 3.5% 3/1/16	150,000		157,514
Midcontinent Express Pipeline LLC 5.45% 9/15/14 (c)	480,000		488,007
Nexen, Inc. 5.2% 3/10/15	41,000		42,663
ONEOK Partners LP 2% 10/1/17	2,822,000		2,852,602
Petrobras International Finance Co. Ltd.:
3.875% 1/27/16	39,000		40,073
5.375% 1/27/21	652,000		653,633
5.75% 1/20/20	3,652,000		3,800,713
Petroleos Mexicanos:
3.125% 1/23/19 (c)	99,000		101,228
3.5% 7/18/18	959,000		994,963
4.875% 1/18/24 (c)	80,000		81,904
5.5% 1/21/21	545,000		594,050
5.5% 6/27/44	2,899,000		2,741,181
6% 3/5/20	116,000		130,790
6.375% 1/23/45 (c)	937,000		986,802
6.5% 6/2/41	2,926,000		3,155,281
Phillips 66 Co.:
1.95% 3/5/15	2,088,000		2,118,136
2.95% 5/1/17	2,767,000		2,911,565
4.3% 4/1/22	300,000		316,642
5.875% 5/1/42	201,000		230,583
Spectra Energy Capital, LLC 5.65% 3/1/20	56,000		62,199
Spectra Energy Partners, LP:
2.95% 6/15/16	452,000		471,054
4.6% 6/15/21	414,000		445,642
Talisman Energy, Inc. 3.75% 2/1/21	3,635,000		3,627,297
TransCapitalInvest Ltd. 5.67% 3/5/14 (c)	195,000		195,000
Western Gas Partners LP:
2.6% 8/15/18	858,000		864,003
5.375% 6/1/21	1,273,000		1,374,380
Nonconvertible Bonds - continued
	Principal Amount		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Williams Partners LP:
3.35% 8/15/22	$ 2,500,000		$ 2,397,535
4.3% 3/4/24	491,000		492,001
			46,058,094
TOTAL ENERGY			59,290,517
FINANCIALS - 40.9%
Capital Markets - 5.3%
Charles Schwab Corp. 2.2% 7/25/18	3,166,000		3,206,395
Goldman Sachs Group, Inc.:
2.375% 1/22/18	3,994,000		4,049,612
2.9% 7/19/18	4,240,000		4,357,656
3.625% 2/7/16	1,275,000		1,338,773
5.125% 1/15/15	935,000		971,416
5.25% 7/27/21	1,227,000		1,367,079
5.95% 1/18/18	178,000		203,336
6.15% 4/1/18	204,000		235,133
Lazard Group LLC 6.85% 6/15/17	171,000		195,446
Merrill Lynch & Co., Inc. 6.11% 1/29/37	2,269,000		2,554,928
Morgan Stanley:
2.125% 4/25/18	2,560,000		2,574,656
3.75% 2/25/23	1,168,000		1,166,692
4% 7/24/15	1,947,000		2,031,009
4.875% 11/1/22	6,884,000		7,266,668
5% 11/24/25	846,000		879,078
5.5% 7/28/21	1,222,000		1,392,431
5.625% 9/23/19	329,000		377,921
5.75% 1/25/21	557,000		640,265
6.625% 4/1/18	153,000		180,014
			34,988,508
Commercial Banks - 13.3%
AmSouth Bank NA, Birmingham 5.2% 4/1/15	1,630,000		1,697,893
Associated Banc Corp. 5.125% 3/28/16	575,000		612,447
Bank of America NA 1.25% 2/14/17	1,027,000		1,028,011
BB&T Corp. 3.95% 3/22/22	1,925,000		1,977,383
BPCE SA 5.15% 7/21/24 (c)	2,225,000		2,233,678
Branch Banking & Trust Co. 2.85% 4/1/21	3,282,000		3,279,243
Capital One Bank NA 1.2% 2/13/17	1,169,000		1,169,812
CIT Group, Inc. 3.875% 2/19/19	1,425,000		1,444,773
Nonconvertible Bonds - continued
	Principal Amount		Value
FINANCIALS - continued
Commercial Banks - continued
Comerica, Inc. 4.8% 5/1/15	$ 487,000		$ 509,061
Credit Suisse AG 6% 2/15/18	122,000		141,223
Discover Bank:
2% 2/21/18	3,900,000		3,895,554
7% 4/15/20	2,391,000		2,841,926
Fifth Third Bancorp:
4.3% 1/16/24	4,001,000		4,056,494
5.45% 1/15/17	1,232,000		1,367,552
8.25% 3/1/38	3,848,000		5,409,284
HSBC Bank U.S.A. N.A. 4.875% 8/24/20	725,000		794,120
HSBC Holdings PLC 6.5% 9/15/37	100,000		120,223
Huntington Bancshares, Inc. 7% 12/15/20	1,087,000		1,306,720
KeyBank NA 1.65% 2/1/18	501,000		500,620
KeyCorp. 5.1% 3/24/21	2,081,000		2,335,150
Marshall & Ilsley Bank:
4.85% 6/16/15	1,222,000		1,281,515
5% 1/17/17	1,027,000		1,116,095
Mizuho Corporate Bank Ltd. 1.55% 10/17/17 (c)	4,377,000		4,343,153
Rabobank Nederland 4.625% 12/1/23	4,531,000		4,659,708
Regions Bank:
6.45% 6/26/37	2,611,000		2,889,967
7.5% 5/15/18	7,499,000		8,928,759
Regions Financial Corp.:
2% 5/15/18	558,000		549,575
5.75% 6/15/15	1,655,000		1,749,153
Royal Bank of Scotland Group PLC:
2.55% 9/18/15	652,000		667,152
6% 12/19/23	5,228,000		5,383,272
6.1% 6/10/23	1,000,000		1,038,236
6.125% 12/15/22	5,972,000		6,268,916
SunTrust Banks, Inc.:
2.35% 11/1/18	894,000		901,843
3.5% 1/20/17	3,320,000		3,520,027
Wachovia Bank NA 6% 11/15/17	405,000		469,209
Wells Fargo & Co. 4.48% 1/16/24	7,539,000		7,890,265
			88,378,012
Consumer Finance - 2.4%
Ally Financial, Inc. 4.75% 9/10/18	4,500,000		4,792,500
Capital One Financial Corp. 2.15% 3/23/15	3,115,000		3,167,706
Nonconvertible Bonds - continued
	Principal Amount		Value
FINANCIALS - continued
Consumer Finance - continued
Discover Financial Services:
3.85% 11/21/22	$ 38,000		$ 37,487
5.2% 4/27/22	2,355,000		2,536,987
6.45% 6/12/17	107,000		121,281
Ford Motor Credit Co. LLC 1.5% 1/17/17	599,000		599,729
General Electric Capital Corp. 5.875% 1/14/38	150,000		177,644
HSBC U.S.A., Inc. 1.625% 1/16/18	703,000		701,293
Hyundai Capital America:
1.625% 10/2/15 (c)	178,000		179,814
2.125% 10/2/17 (c)	197,000		199,098
2.55% 2/6/19 (c)	3,163,000		3,181,931
			15,695,470
Diversified Financial Services - 7.0%
Bank of America Corp.:
5.75% 12/1/17	3,000,000		3,421,824
6.5% 8/1/16	1,240,000		1,396,580
Barclays Bank PLC 2.5% 2/20/19	400,000		404,289
BP Capital Markets PLC 3.125% 10/1/15	608,000		632,852
Citigroup, Inc.:
3.953% 6/15/16	653,000		694,462
4.05% 7/30/22	316,000		319,931
4.45% 1/10/17	1,250,000		1,358,380
5.5% 9/13/25	1,317,000		1,420,279
6.125% 5/15/18	640,000		741,492
6.675% 9/13/43	467,000		551,675
CME Group, Inc. 5.3% 9/15/43	3,050,000		3,398,097
Five Corners Funding Trust 4.419% 11/15/23 (c)	4,111,000		4,196,797
ING U.S., Inc.:
5.5% 7/15/22	744,000		832,439
5.7% 7/15/43	1,108,000		1,234,965
JPMorgan Chase & Co. 3.875% 2/1/24	5,000,000		5,049,210
JPMorgan Chase Bank 6% 10/1/17	10,850,000		12,478,227
MetLife Institutional Funding II 0.6129% 1/6/15 (c)(e)	600,000		601,646
Moody's Corp. 4.5% 9/1/22	6,500,000		6,724,270
RBS Citizens Financial Group, Inc. 4.15% 9/28/22 (c)	517,000		514,971
TECO Finance, Inc. 5.15% 3/15/20	114,000		127,356
			46,099,742
Nonconvertible Bonds - continued
	Principal Amount		Value
FINANCIALS - continued
Insurance - 6.5%
American International Group, Inc.:
3.8% 3/22/17	$ 1,042,000		$ 1,119,388
4.875% 9/15/16	1,390,000		1,522,235
5.85% 1/16/18	1,000,000		1,149,683
Aon Corp.:
3.125% 5/27/16	1,609,000		1,682,990
6.25% 9/30/40	253,000		308,405
Assurant, Inc. 2.5% 3/15/18	3,842,000		3,850,779
Berkshire Hathaway Finance Corp.:
1.6% 5/15/17	425,000		432,917
4.4% 5/15/42	107,000		103,553
Great-West Life & Annuity Insurance Co. 7.153% 5/16/46 (c)(e)	66,000		67,980
Hartford Financial Services Group, Inc.:
4% 10/15/17	3,600,000		3,894,581
4.3% 4/15/43	1,211,000		1,137,313
Liberty Mutual Group, Inc. 4.95% 5/1/22 (c)	5,250,000		5,592,127
Marsh & McLennan Companies, Inc.:
4.05% 10/15/23	2,306,000		2,342,905
4.8% 7/15/21	1,643,000		1,793,211
Massachusetts Mutual Life Insurance Co. 5.375% 12/1/41 (c)	148,000		161,326
MetLife, Inc. 1.756% 12/15/17 (b)	238,000		241,325
Pacific LifeCorp:
5.125% 1/30/43 (c)	1,285,000		1,254,679
6% 2/10/20 (c)	902,000		1,027,494
Prudential Financial, Inc.:
5.625% 5/12/41	1,170,000		1,318,547
5.625% 6/15/43 (e)	5,000,000		5,162,500
Symetra Financial Corp. 6.125% 4/1/16 (c)	615,000		657,142
Unum Group:
5.625% 9/15/20	1,846,000		2,057,182
5.75% 8/15/42	3,748,000		4,031,904
7.125% 9/30/16	106,000		121,142
UnumProvident Finance Co. PLC 6.85% 11/15/15 (c)	1,938,000		2,110,730
			43,142,038
Real Estate Investment Trusts - 2.9%
Alexandria Real Estate Equities, Inc. 4.6% 4/1/22	94,000		97,408
AvalonBay Communities, Inc. 4.2% 12/15/23	4,553,000		4,703,012
Boston Properties, Inc. 3.85% 2/1/23	738,000		741,532
Nonconvertible Bonds - continued
	Principal Amount		Value
FINANCIALS - continued
Real Estate Investment Trusts - continued
BRE Properties, Inc. 5.5% 3/15/17	$ 152,000		$ 168,140
Camden Property Trust 4.25% 1/15/24	758,000		775,694
CommonWealth REIT 5.875% 9/15/20	1,260,000		1,354,093
Developers Diversified Realty Corp.:
4.625% 7/15/22	391,000		410,417
4.75% 4/15/18	1,764,000		1,920,269
9.625% 3/15/16	214,000		248,686
Duke Realty LP:
3.625% 4/15/23	383,000		365,207
3.875% 10/15/22	403,000		394,896
4.375% 6/15/22	206,000		210,480
5.5% 3/1/16	1,300,000		1,408,698
6.75% 3/15/20	1,295,000		1,524,231
Equity One, Inc. 3.75% 11/15/22	3,000,000		2,882,328
Federal Realty Investment Trust 6.2% 1/15/17	1,300,000		1,467,500
Health Care REIT, Inc. 2.25% 3/15/18	324,000		326,617
Retail Opportunity Investments Partnership LP 5% 12/15/23	167,000		173,214
Simon Property Group LP 2.8% 1/30/17	47,000		49,152
			19,221,574
Real Estate Management & Development - 3.5%
BioMed Realty LP:
3.85% 4/15/16	914,000		962,542
4.25% 7/15/22	170,000		169,345
Brandywine Operating Partnership LP:
3.95% 2/15/23	2,017,000		1,971,632
4.95% 4/15/18	290,000		314,163
6% 4/1/16	211,000		229,705
7.5% 5/15/15	899,000		967,839
Liberty Property LP:
3.375% 6/15/23	1,087,000		1,023,854
4.125% 6/15/22	1,832,000		1,855,774
4.4% 2/15/24	1,039,000		1,056,692
4.75% 10/1/20	752,000		805,354
5.125% 3/2/15	141,000		146,809
5.5% 12/15/16	2,436,000		2,690,160
6.625% 10/1/17	1,960,000		2,264,694
Mack-Cali Realty LP:
2.5% 12/15/17	488,000		493,583
3.15% 5/15/23	922,000		828,777
Nonconvertible Bonds - continued
	Principal Amount		Value
FINANCIALS - continued
Real Estate Management & Development - continued
Mack-Cali Realty LP: - continued
4.5% 4/18/22	$ 94,000		$ 95,192
7.75% 8/15/19	126,000		151,709
Mid-America Apartments LP 4.3% 10/15/23	180,000		182,011
Post Apartment Homes LP 3.375% 12/1/22	4,905,000		4,644,172
Prime Property Funding, Inc. 5.7% 4/15/17 (c)	276,000		299,458
Reckson Operating Partnership LP 6% 3/31/16	286,000		311,662
Regency Centers LP 5.25% 8/1/15	249,000		263,294
Tanger Properties LP:
3.875% 12/1/23	398,000		398,309
6.125% 6/1/20	661,000		774,007
6.15% 11/15/15	65,000		70,792
Ventas Realty LP/Ventas Capital Corp. 2% 2/15/18	508,000		509,130
			23,480,659
TOTAL FINANCIALS			271,006,003
HEALTH CARE - 3.2%
Biotechnology - 0.7%
Amgen, Inc. 5.15% 11/15/41	3,228,000		3,380,804
Howard Hughes Medical Institute 3.5% 9/1/23	1,106,000		1,121,663
			4,502,467
Health Care Providers & Services - 1.7%
Aetna, Inc. 1.5% 11/15/17	72,000		71,804
Express Scripts Holding Co. 2.1% 2/12/15	4,500,000		4,562,739
Express Scripts, Inc. 3.125% 5/15/16	1,696,000		1,773,970
UnitedHealth Group, Inc.:
3.95% 10/15/42	132,000		119,495
4.25% 3/15/43	2,500,000		2,381,798
4.625% 11/15/41	965,000		973,936
WellPoint, Inc.:
1.875% 1/15/18	288,000		287,838
2.375% 2/15/17	810,000		833,273
			11,004,853
Life Sciences Tools & Services - 0.0%
Thermo Fisher Scientific, Inc.:
4.15% 2/1/24	248,000		254,983
5.3% 2/1/44	103,000		111,374
			366,357
Nonconvertible Bonds - continued
	Principal Amount		Value
HEALTH CARE - continued
Pharmaceuticals - 0.8%
AbbVie, Inc.:
1.75% 11/6/17	$ 999,000		$ 1,006,243
4.4% 11/6/42	627,000		616,445
Johnson & Johnson 4.5% 12/5/43	3,200,000		3,357,949
Watson Pharmaceuticals, Inc. 1.875% 10/1/17	187,000		186,994
Zoetis, Inc. 1.875% 2/1/18	123,000		123,346
			5,290,977
TOTAL HEALTH CARE			21,164,654
INDUSTRIALS - 3.3%
Aerospace & Defense - 0.3%
BAE Systems Holdings, Inc. 4.95% 6/1/14 (c)	103,000		104,067
United Technologies Corp. 4.5% 6/1/42	1,761,000		1,796,440
			1,900,507
Airlines - 0.1%
Aviation Capital Group Corp. 4.625% 1/31/18 (c)	549,000		572,048
Continental Airlines, Inc. 6.648% 3/15/19	75,231		79,557
U.S. Airways pass-thru trust certificates:
6.85% 1/30/18	51,445		55,047
8.36% 1/20/19	40,032		44,636
			751,288
Electrical Equipment - 1.7%
Roper Industries, Inc.:
1.85% 11/15/17	4,079,000		4,099,938
2.05% 10/1/18	7,475,000		7,381,465
			11,481,403
Industrial Conglomerates - 0.8%
General Electric Co.:
2.7% 10/9/22	5,000,000		4,837,270
4.125% 10/9/42	434,000		420,526
			5,257,796
Road & Rail - 0.4%
Burlington Northern Santa Fe LLC 4.4% 3/15/42	2,500,000		2,374,528
TOTAL INDUSTRIALS			21,765,522
Nonconvertible Bonds - continued
	Principal Amount		Value
INFORMATION TECHNOLOGY - 1.8%
Communications Equipment - 0.4%
Cisco Systems, Inc. 2.9% 3/4/21	$ 2,273,000		$ 2,293,884
Computers & Peripherals - 0.2%
Hewlett-Packard Co. 2.625% 12/9/14	1,500,000		1,523,355
Electronic Equipment & Components - 0.1%
Tyco Electronics Group SA:
1.6% 2/3/15	152,000		153,376
2.375% 12/17/18	185,000		184,289
			337,665
IT Services - 1.1%
The Western Union Co.:
2.375% 12/10/15	358,000		367,337
2.875% 12/10/17	926,000		952,645
Xerox Corp.:
2.95% 3/15/17	2,591,000		2,712,334
4.25% 2/15/15	3,200,000		3,307,008
			7,339,324
Software - 0.0%
Oracle Corp. 5.375% 7/15/40	240,000		270,816
TOTAL INFORMATION TECHNOLOGY			11,765,044
MATERIALS - 1.0%
Chemicals - 0.1%
Ecolab, Inc. 1.45% 12/8/17	434,000		430,755
Construction Materials - 0.0%
CRH America, Inc. 6% 9/30/16	82,000		91,263
Metals & Mining - 0.9%
Anglo American Capital PLC 9.375% 4/8/14 (c)	156,000		157,210
Corporacion Nacional del Cobre de Chile (Codelco) 5.625% 10/18/43 (c)	625,000		637,559
Teck Resources Ltd. 2.5% 2/1/18	5,000,000		5,065,170
Vale Overseas Ltd. 6.25% 1/23/17	104,000		116,480
			5,976,419
TOTAL MATERIALS			6,498,437
Nonconvertible Bonds - continued
	Principal Amount		Value
TELECOMMUNICATION SERVICES - 4.1%
Diversified Telecommunication Services - 3.1%
AT&T, Inc.:
5.55% 8/15/41	$ 2,700,000		$ 2,843,408
6.3% 1/15/38	970,000		1,106,892
British Telecommunications PLC:
1.25% 2/14/17	1,064,000		1,066,581
1.625% 6/28/16	435,000		442,191
Verizon Communications, Inc.:
2.45% 11/1/22	634,000		577,746
3.5% 11/1/21	1,420,000		1,433,784
4.5% 9/15/20	3,827,000		4,146,111
4.6% 4/1/21	460,000		498,501
6.4% 9/15/33	1,509,000		1,794,642
6.55% 9/15/43	5,646,000		6,913,425
			20,823,281
Wireless Telecommunication Services - 1.0%
America Movil S.A.B. de CV:
2.375% 9/8/16	1,450,000		1,497,850
3.625% 3/30/15	564,000		580,920
Rogers Communications, Inc. 4.1% 10/1/23	4,398,000		4,511,939
			6,590,709
TOTAL TELECOMMUNICATION SERVICES			27,413,990
UTILITIES - 6.5%
Electric Utilities - 4.1%
AmerenUE 6.4% 6/15/17	133,000		153,784
American Electric Power Co., Inc. 1.65% 12/15/17	2,173,000		2,173,315
Cleveland Electric Illuminating Co. 5.7% 4/1/17	223,000		241,179
Commonwealth Edison Co. 1.95% 9/1/16	83,000		85,034
Duke Capital LLC 5.668% 8/15/14	192,000		196,370
Duke Energy Carolinas LLC 4.25% 12/15/41	106,000		105,058
Duke Energy Corp.:
1.625% 8/15/17	5,685,000		5,728,655
2.1% 6/15/18	414,000		418,745
Duke Energy Industries, Inc. 4.9% 7/15/43	3,000,000		3,253,683
Duquesne Light Holdings, Inc.:
5.9% 12/1/21 (c)	500,000		569,628
6.4% 9/15/20 (c)	1,310,000		1,530,806
Entergy Louisiana LLC 1.875% 12/15/14	144,000		145,632
Nonconvertible Bonds - continued
	Principal Amount		Value
UTILITIES - continued
Electric Utilities - continued
FirstEnergy Corp.:
2.75% 3/15/18	$ 599,000		$ 603,785
4.25% 3/15/23	894,000		877,251
7.375% 11/15/31	4,145,000		4,773,096
Florida Power & Light Co. 5.69% 3/1/40	1,000,000		1,204,754
Nevada Power Co.:
6.5% 8/1/18	70,000		83,414
6.65% 4/1/36	500,000		647,345
NextEra Energy Capital Holdings, Inc. 1.611% 6/1/14	581,000		582,697
Northeast Utilities 1.45% 5/1/18	208,000		203,540
Pepco Holdings, Inc. 2.7% 10/1/15	2,228,000		2,281,951
Tampa Electric Co. 6.55% 5/15/36	500,000		631,834
Xcel Energy, Inc. 4.8% 9/15/41	554,000		577,854
			27,069,410
Gas Utilities - 0.3%
Boston Gas Co. 4.487% 2/15/42 (c)	2,000,000		2,000,644
Southern Natural Gas Co./Southern Natural Issuing Corp. 4.4% 6/15/21	18,000		19,077
			2,019,721
Multi-Utilities - 2.1%
Dominion Resources, Inc.:
1.95% 8/15/16	1,612,000		1,650,806
2.5469% 9/30/66 (e)	7,158,000		6,610,978
7.5% 6/30/66 (e)	145,000		157,325
NiSource Finance Corp.:
4.45% 12/1/21	91,000		96,376
5.25% 2/15/43	234,000		236,947
5.4% 7/15/14	1,060,000		1,078,319
5.95% 6/15/41	1,493,000		1,652,620
6.4% 3/15/18	59,000		68,973
Sempra Energy:
2.3% 4/1/17	2,024,000		2,080,073
Nonconvertible Bonds - continued
	Principal Amount		Value
UTILITIES - continued
Multi-Utilities - continued
Sempra Energy: - continued
2.875% 10/1/22	$ 224,000		$ 213,150
Wisconsin Energy Corp. 6.25% 5/15/67 (e)	117,000		119,633
			13,965,200
TOTAL UTILITIES			43,054,331
TOTAL NONCONVERTIBLE BONDS (Cost $537,835,810)		551,422,364
U.S. Treasury Obligations - 1.7%

U.S. Treasury Bonds 3.625% 8/15/43 (Cost $10,860,456)	11,301,000		11,378,694
Municipal Securities - 4.5%

American Muni. Pwr., Inc. Rev. (Combined Hydroelectric Proj.) Series 2010 B, 8.084% 2/15/50	280,000		400,658
California Gen. Oblig.:
Series 2009, 7.35% 11/1/39	40,000		53,803
7.3% 10/1/39	1,485,000		1,998,171
7.5% 4/1/34	1,165,000		1,580,940
7.55% 4/1/39	730,000		1,014,744
7.6% 11/1/40	5,750,000		8,106,178
7.625% 3/1/40	70,000		97,632
Chicago Gen. Oblig. (Taxable Proj.):
Series 2010 C1, 7.781% 1/1/35	1,295,000		1,540,817
Series 2012 B, 5.432% 1/1/42	160,000		142,314
Illinois Gen. Oblig. Series 2011:
5.665% 3/1/18	1,255,000		1,392,598
5.877% 3/1/19	12,135,000		13,615,823
TOTAL MUNICIPAL SECURITIES (Cost $29,640,835)		29,943,678
Foreign Government and Government Agency Obligations - 1.1%
	Principal Amount		Value
Banco Nacional de Desenvolvimento Economico e Social 5.75% 9/26/23 (c)	$ 825,000		$ 840,469
Brazilian Federative Republic 4.25% 1/7/25	885,000		851,813
Chilean Republic 3.25% 9/14/21	155,000		155,775
Russian Federation 3.25% 4/4/17 (c)	800,000		836,960
United Mexican States:
4.75% 3/8/44	4,516,000		4,211,170
5.55% 1/21/45	33,000		34,320
6.05% 1/11/40	116,000		129,804
TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $7,681,538)		7,060,311

Fixed-Income Funds - 3.9%
	Shares
Fidelity Specialized High Income Central Fund (f) (Cost $24,840,171)	237,388		25,540,612
Preferred Securities - 0.0%
	Principal Amount
FINANCIALS - 0.0%
Diversified Financial Services - 0.0%
MUFG Capital Finance 1 Ltd. 6.346% (d)(e) (Cost $103,589)	$ 102,000		111,449
Money Market Funds - 5.5%
	Shares		Value
Fidelity Cash Central Fund, 0.10% (a) (Cost $36,449,725)	36,449,725		$ 36,449,725
TOTAL INVESTMENT PORTFOLIO - 99.9% (Cost $647,412,124)		661,906,833
NET OTHER ASSETS (LIABILITIES) - 0.1%			490,236
NET ASSETS - 100%		$ 662,397,069

Legend

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

(d) Security is perpetual in nature with no stated maturity date.

(e) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 16,515
Fidelity Specialized High Income Central Fund	1,002,718
Total	$ 1,019,233

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 Specialized High Income Central Fund	$ 38,263,135	$ 1,002,718	$ 14,977,411	$ 25,540,612	6.2%

Other Information

The following is a summary of the inputs used, as of February 28, 2014, 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 Investment 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	$ 551,422,364	$ -	$ 551,422,364	$ -
U.S. Government and Government Agency Obligations	11,378,694	-	11,378,694	-
Municipal Securities	29,943,678	-	29,943,678	-
Foreign Government and Government Agency Obligations	7,060,311	-	7,060,311	-
Fixed-Income Funds	25,540,612	25,540,612	-	-
Preferred Securities	111,449	-	111,449	-
Money Market Funds	36,449,725	36,449,725	-	-
Total Investments in Securities:	$ 661,906,833	$ 61,990,337	$ 599,916,496	$ -

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

United States of America	88.0%
United Kingdom	3.2%
Mexico	2.4%
Canada	2.2%
Cayman Islands	1.1%
Netherlands	1.0%
Others (Individually Less Than 1%)	2.1%
	100.0%

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

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	February 28, 2014 (Unaudited)

Assets
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $586,122,228)	$ 599,916,496
Fidelity Central Funds (cost $61,289,896)	61,990,337
Total Investments (cost $647,412,124)		$ 661,906,833
Receivable for fund shares sold		1,489,014
Interest receivable		7,152,231
Distributions receivable from Fidelity Central Funds		2,784
Receivable from investment adviser for expense reductions		104
Total assets		670,550,966

Liabilities
Payable for investments purchased	$ 7,390,480
Payable for fund shares redeemed	431,880
Distributions payable	69,126
Accrued management fee	188,740
Distribution and service plan fees payable	13,576
Other affiliated payables	60,095
Total liabilities		8,153,897

Net Assets		$ 662,397,069
Net Assets consist of:
Paid in capital		$ 653,769,367
Distributions in excess of net investment income		(118,384)
Accumulated undistributed net realized gain (loss) on investments		(5,748,623)
Net unrealized appreciation (depreciation) on investments		14,494,709
Net Assets		$ 662,397,069

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

	February 28, 2014 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($22,145,925 ÷ 1,970,979 shares)		$ 11.24

Maximum offering price per share (100/96.00 of $11.24)		$ 11.71
Class T: Net Asset Value and redemption price per share ($6,281,504 ÷ 559,063 shares)		$ 11.24

Maximum offering price per share (100/96.00 of $11.24)		$ 11.71
Class C: Net Asset Value and offering price per share ($9,423,629 ÷ 838,785 shares)^A		$ 11.23

Corporate Bond: Net Asset Value, offering price and redemption price per share ($564,439,234 ÷ 50,235,478 shares)		$ 11.24

Institutional Class: Net Asset Value, offering price and redemption price per share ($60,106,777 ÷ 5,349,433 shares)		$ 11.24

^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.

Semiannual Report

Statement of Operations

	Six months ended February 28, 2014 (Unaudited)

Investment Income
Dividends		$ 3,236
Interest		13,234,090
Income from Fidelity Central Funds		1,019,233
Total income		14,256,559

Expenses
Management fee	$ 1,422,753
Transfer agent fees	446,582
Distribution and service plan fees	84,850
Independent trustees' compensation	1,645
Miscellaneous	756
Total expenses before reductions	1,956,586
Expense reductions	(1,693)	1,954,893
Net investment income (loss)		12,301,666
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(5,714,366)
Fidelity Central Funds	14,058
Total net realized gain (loss)		(5,700,308)
Change in net unrealized appreciation (depreciation) on investment securities		34,204,437
Net gain (loss)		28,504,129
Net increase (decrease) in net assets resulting from operations		$ 40,805,795

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Six months ended February 28, 2014 (Unaudited)	Year ended August 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 12,301,666	$ 20,127,522
Net realized gain (loss)	(5,700,308)	528,552
Change in net unrealized appreciation (depreciation)	34,204,437	(43,600,433)
Net increase (decrease) in net assets resulting from operations	40,805,795	(22,944,359)
Distributions to shareholders from net investment income	(12,329,107)	(20,053,746)
Distributions to shareholders from net realized gain	-	(4,309,634)
Total distributions	(12,329,107)	(24,363,380)
Share transactions - net increase (decrease)	(229,606,601)	355,765,675
Total increase (decrease) in net assets	(201,129,913)	308,457,936

Net Assets
Beginning of period	863,526,982	555,069,046
End of period (including distributions in excess of net investment income of $118,384 and distributions in excess of net investment income of $90,943, respectively)	$ 662,397,069	$ 863,526,982

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

Semiannual Report

Financial Highlights - Class A

	Six months ended February 28, 2014	Years ended August 31,
	(Unaudited)	2013	2012	2011	2010^H
Selected Per-Share Data
Net asset value, beginning of period	$ 10.81	$ 11.42	$ 10.70	$ 10.45	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.148	.277	.287	.356	.128
Net realized and unrealized gain (loss)	.431	(.536)	.857	.366	.446
Total from investment operations	.579	(.259)	1.144	.722	.574
Distributions from net investment income	(.149)	(.273)	(.294)	(.370)	(.124)
Distributions from net realized gain	-	(.078)	(.130)	(.102)	-
Total distributions	(.149)	(.351)	(.424)	(.472)	(.124)
Net asset value, end of period	$ 11.24	$ 10.81	$ 11.42	$ 10.70	$ 10.45
Total Return^B,C,D	5.39%	(2.36)%	10.98%	7.16%	5.78%
Ratios to Average Net Assets^F,I
Expenses before reductions	.80%^A	.76%	.76%	.75%	.74%^A
Expenses net of fee waivers, if any	.80%^A	.76%	.76%	.75%	.74%^A
Expenses net of all reductions	.80%^A	.76%	.76%	.75%	.74%^A
Net investment income (loss)	2.72%^A	2.43%	2.62%	3.43%	3.91%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 22,146	$ 21,833	$ 40,842	$ 12,935	$ 3,083
Portfolio turnover rate^G	67%^A	58%	103%	242%^J	67%^K

^A Annualized

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

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

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

^E Calculated based on average shares outstanding during the period.

^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.

^J The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

^K Amount not annualized.

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

Semiannual Report

Financial Highlights - Class T

	Six months ended February 28, 2014	Years ended August 31,
	(Unaudited)	2013	2012	2011	2010^H
Selected Per-Share Data
Net asset value, beginning of period	$ 10.81	$ 11.42	$ 10.69	$ 10.44	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.146	.272	.284	.357	.131
Net realized and unrealized gain (loss)	.430	(.537)	.868	.363	.436
Total from investment operations	.576	(.265)	1.152	.720	.567
Distributions from net investment income	(.146)	(.267)	(.292)	(.368)	(.127)
Distributions from net realized gain	-	(.078)	(.130)	(.102)	-
Total distributions	(.146)	(.345)	(.422)	(.470)	(.127)
Net asset value, end of period	$ 11.24	$ 10.81	$ 11.42	$ 10.69	$ 10.44
Total Return^B,C,D	5.36%	(2.42)%	11.06%	7.14%	5.71%
Ratios to Average Net Assets^F,I
Expenses before reductions	.85%^A	.80%	.79%	.75%	.68%^A
Expenses net of fee waivers, if any	.85%^A	.80%	.79%	.75%	.68%^A
Expenses net of all reductions	.85%^A	.80%	.79%	.75%	.68%^A
Net investment income (loss)	2.67%^A	2.39%	2.59%	3.42%	3.98%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 6,282	$ 6,502	$ 12,078	$ 5,153	$ 1,026
Portfolio turnover rate^G	67%^A	58%	103%	242%^J	67%^K

^A Annualized

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

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

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

^E Calculated based on average shares outstanding during the period.

^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.

^J The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

^K Amount not annualized.

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

Semiannual Report

Financial Highlights - Class C

	Six months ended February 28, 2014	Years ended August 31,
	(Unaudited)	2013	2012	2011	2010^H
Selected Per-Share Data
Net asset value, beginning of period	$ 10.80	$ 11.42	$ 10.69	$ 10.44	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.107	.189	.204	.280	.106
Net realized and unrealized gain (loss)	.431	(.544)	.868	.361	.437
Total from investment operations	.538	(.355)	1.072	.641	.543
Distributions from net investment income	(.108)	(.187)	(.212)	(.289)	(.103)
Distributions from net realized gain	-	(.078)	(.130)	(.102)	-
Total distributions	(.108)	(.265)	(.342)	(.391)	(.103)
Net asset value, end of period	$ 11.23	$ 10.80	$ 11.42	$ 10.69	$ 10.44
Total Return^B,C,D	5.00%	(3.20)%	10.25%	6.34%	5.46%
Ratios to Average Net Assets^F,I
Expenses before reductions	1.56%^A	1.53%	1.51%	1.47%	1.45%^A
Expenses net of fee waivers, if any	1.56%^A	1.53%	1.51%	1.47%	1.45%^A
Expenses net of all reductions	1.56%^A	1.53%	1.51%	1.47%	1.45%^A
Net investment income (loss)	1.96%^A	1.66%	1.86%	2.71%	3.20%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 9,424	$ 13,705	$ 24,613	$ 11,111	$ 668
Portfolio turnover rate^G	67%^A	58%	103%	242%^J	67%^K

^A Annualized

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

^C Total returns would have been lower if certain expenses had not been reduced during the applicable 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.

^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.

^J The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

^K Amount not annualized.

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

Semiannual Report

Financial Highlights - Corporate Bond

	Six months ended February 28, 2014	Years ended August 31,
	(Unaudited)	2013	2012	2011	2010^G
Selected Per-Share Data
Net asset value, beginning of period	$ 10.81	$ 11.42	$ 10.70	$ 10.45	$ 10.00
Income from Investment Operations
Net investment income (loss)^D	.167	.309	.321	.388	.137
Net realized and unrealized gain (loss)	.431	(.532)	.858	.367	.447
Total from investment operations	.598	(.223)	1.179	.755	.584
Distributions from net investment income	(.168)	(.309)	(.329)	(.403)	(.134)
Distributions from net realized gain	-	(.078)	(.130)	(.102)	-
Total distributions	(.168)	(.387)	(.459)	(.505)	(.134)
Net asset value, end of period	$ 11.24	$ 10.81	$ 11.42	$ 10.70	$ 10.45
Total Return^B,C	5.57%	(2.06)%	11.32%	7.50%	5.88%
Ratios to Average Net Assets^E,H
Expenses before reductions	.45%^A	.45%	.45%	.45%	.44%^A
Expenses net of fee waivers, if any	.45%^A	.45%	.45%	.45%	.44%^A
Expenses net of all reductions	.45%^A	.45%	.45%	.45%	.44%^A
Net investment income (loss)	3.07%^A	2.74%	2.93%	3.72%	4.21%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 564,439	$ 771,621	$ 471,540	$ 110,113	$ 124,879
Portfolio turnover rate^F	67%^A	58%	103%	242%^I	67%^J

^A Annualized

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

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

^D Calculated based on average shares outstanding during the period.

^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.

^I The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

^J Amount not annualized.

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended February 28, 2014	Years ended August 31,
	(Unaudited)	2013	2012	2011	2010^G
Selected Per-Share Data
Net asset value, beginning of period	$ 10.81	$ 11.42	$ 10.70	$ 10.45	$ 10.00
Income from Investment Operations
Net investment income (loss)^D	.164	.301	.316	.389	.140
Net realized and unrealized gain (loss)	.431	(.530)	.858	.366	.445
Total from investment operations	.595	(.229)	1.174	.755	.585
Distributions from net investment income	(.165)	(.303)	(.324)	(.403)	(.135)
Distributions from net realized gain	-	(.078)	(.130)	(.102)	-
Total distributions	(.165)	(.381)	(.454)	(.505)	(.135)
Net asset value, end of period	$ 11.24	$ 10.81	$ 11.42	$ 10.70	$ 10.45
Total Return^B,C	5.54%	(2.11)%	11.27%	7.51%	5.89%
Ratios to Average Net Assets^E,H
Expenses before reductions	.52%^A	.52%	.49%	.43%	.42%^A
Expenses net of fee waivers, if any	.52%^A	.51%	.49%	.43%	.42%^A
Expenses net of all reductions	.52%^A	.51%	.49%	.43%	.42%^A
Net investment income (loss)	3.01%^A	2.68%	2.88%	3.75%	4.23%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 60,107	$ 49,866	$ 5,996	$ 1,906	$ 1,406
Portfolio turnover rate^F	67%^A	58%	103%	242%^I	67%^J

^A Annualized

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

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

^D Calculated based on average shares outstanding during the period.

^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.

^I The portfolio turnover rate excludes liquidations and redemptions executed in-kind from Affiliated Central Funds.

^J Amount not annualized.

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

Semiannual Report

Notes to Financial Statements

For the period ended February 28, 2014 (Unaudited)

1. Organization.

2. Investments in Fidelity Central Funds.

Fidelity Central
Fund

Investment
Manager

Investment
Objective

Investment
Practices

Expense
Ratio*

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

Less than .01%

* Expenses expressed as a percentage of average net assets and are as of each underlying Central Fund's most recent annual or semi-annual shareholder report.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Investments in Fidelity Central Funds - continued

3. Significant Accounting Policies.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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)

Valuation techniques used to value the Fund's investments by major category are as follows:

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

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 February 28, 2014, is included at the end of the Fund's Schedule of Investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily 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 may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 20,655,497
Gross unrealized depreciation	(5,642,590)
Net unrealized appreciation (depreciation) on securities and other investments	$ 15,012,907

Tax cost	$ 646,893,926

4. 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 $189,500,731 and $409,369,440, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) 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. Under the management contract, the investment adviser pays all other expenses, except the compensation of the independent Trustees and certain other expenses such as transfer agent and distribution and service plan fees, and interest expense, including commitment fees.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 26,020	$ 1,976
Class T	-%	.25%	8,090	226
Class C	.75%	.25%	50,740	12,919
			$ 84,850	$ 15,121

For the period, sales charge amounts retained by FDC were as follows:

	Retained by FDC
Class A	$ 2,097
Class T	746
Class C*	988
	$ 3,831

* When Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Class A	$ 20,180	.20
Class T	7,998	.25
Class C	10,247	.20
Corporate Bond	361,673	.10
Institutional Class	46,484	.17
	$ 446,582

* Annualized

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 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 $756 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Expense Reductions.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $1,670.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended February 28, 2014	Year ended August 31, 2013
From net investment income
Class A	$ 283,052	$ 833,757
Class T	86,371	243,158
Class C	99,953	353,250
Corporate Bond	11,014,118	17,529,207
Institutional Class	845,613	1,094,374
Total	$ 12,329,107	$ 20,053,746

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

8. Distributions to Shareholders - continued

	Six months ended February 28, 2014	Year ended August 31, 2013
From net realized gain
Class A	$ -	$ 277,814
Class T	-	58,953
Class C	-	165,646
Corporate Bond	-	3,673,268
Institutional Class	-	133,953
Total	$ -	$ 4,309,634

9. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended February 28, 2014	Year ended August 31, 2013	Six months ended February 28, 2014	Year ended August 31, 2013
Class A
Shares sold	438,442	1,515,657	$ 4,831,421	$ 17,270,761
Reinvestment of distributions	22,894	85,203	252,987	968,306
Shares redeemed	(510,843)	(3,155,406)	(5,584,501)	(35,637,175)
Net increase (decrease)	(49,507)	(1,554,546)	$ (500,093)	$ (17,398,108)
Class T
Shares sold	174,455	1,302,915	$ 1,915,275	$ 14,971,061
Reinvestment of distributions	7,403	23,403	81,767	265,396
Shares redeemed	(224,561)	(1,781,782)	(2,461,048)	(19,747,768)
Net increase (decrease)	(42,703)	(455,464)	$ (464,006)	$ (4,511,311)
Class C
Shares sold	127,056	808,078	$ 1,401,879	$ 9,209,001
Reinvestment of distributions	8,443	43,397	93,222	493,436
Shares redeemed	(565,126)	(1,737,760)	(6,168,263)	(19,645,556)
Net increase (decrease)	(429,627)	(886,285)	$ (4,673,162)	$ (9,943,119)
Corporate Bond
Shares sold	19,418,887	63,621,676	$ 213,528,424	$ 717,197,210
Reinvestment of distributions	942,801	1,783,304	10,400,488	20,136,107
Shares redeemed	(41,535,735)	(35,271,546)	(455,908,572)	(396,626,148)
Net increase (decrease)	(21,174,047)	30,133,434	$ (231,979,660)	$ 340,707,169
Institutional Class
Shares sold	848,629	4,694,320	$ 9,247,148	$ 53,739,928
Reinvestment of distributions	75,012	102,987	828,952	1,159,091
Shares redeemed	(188,954)	(707,380)	(2,065,780)	(7,987,975)
Net increase (decrease)	734,687	4,089,927	$ 8,010,320	$ 46,911,044

Semiannual Report

10. Other.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Corporate Bond Fund

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Semiannual Report

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 50% would mean that half of the funds in the Total Mapped Group had higher, and half had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board. Because the vast majority of competitor funds' management fees do not cover non-management expenses, for a more meaningful comparison of management fees, the fund is compared on the basis of a hypothetical "net management fee," which is derived by subtracting payments made by FMR for "fund-level" non-management expenses (including pricing and bookkeeping fees and fees paid to non-affiliated custodians) from the fund's management fee. In this regard, the Board considered that net management fees can vary from year to year because of differences in "fund-level" non-management expenses, and that "fund-level" non-management expenses may exceed the fund's management fee and result in a negative net management fee. The Board noted, however, that FMR does not pay transfer agent fees or other "class-level" expenses (including 12b-1 fees, if applicable) under the fund's management contract.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Corporate Bond Fund

Semiannual Report

cbd749545

The Board noted that the fund's hypothetical net management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2012.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's hypothetical net management fee as well as the fund's gross management fee. The Board also considered other "fund-level" expenses, such as pricing and bookkeeping fees and custodial, legal, and audit fees. The Board also considered other "class-level" expenses, such as transfer agent fees and fund-paid 12b-1 fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each class ranked below its competitive median for 2012.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Semiannual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

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

Smithfield, RI

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

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Fidelity®

Intermediate Bond

Fund

Semiannual Report

February 28, 2014

(Fidelity Cover Art)

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)
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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 1, 2013 to February 28, 2014).

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.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value September 1, 2013	Ending Account Value February 28, 2014	Expenses Paid During Period* September 1, 2013 to February 28, 2014
Actual	.45%	$ 1,000.00	$ 1,026.60	$ 2.26
Hypothetical^A		$ 1,000.00	$ 1,022.56	$ 2.26

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (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. In addition to the expenses noted above, the Fund also indirectly bears its proportional share of the expenses of the underlying Fidelity Central Funds. Annualized expenses of the underlying non-money market Fidelity Central Funds as of their most recent fiscal half year were less than .01%.

Semiannual 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 the investments of Fidelity's fixed-income central funds.

Quality Diversification (% of fund's net assets)
As of February 28, 2014		As of August 31, 2013
	U.S. Government and U.S. Government Agency Obligations^† 34.7%		U.S. Government and U.S. Government Agency Obligations^† 34.8%
	AAA 9.5%		AAA 10.2%
	AA 5.4%		AA 5.9%
	A 15.5%		A 16.7%
	BBB 29.6%		BBB 28.2%
	BB and Below 3.8%		BB and Below 3.3%
	Not Rated 0.1%		Not Rated 0.1%
	Short-Term Investments and Net Other Assets 1.4%		Short-Term Investments and Net Other Assets 0.8%

ibf2263557

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 date indicated and do not reflect subsequent changes. Securities rated BB or below were rated investment grade at the time of acquisition.

Weighted Average Maturity as of February 28, 2014
		6 months ago
Years	4.3	4.3

Duration as of February 28, 2014
		6 months ago
Years	3.8	3.9

Asset Allocation (% of fund's net assets)
As of February 28, 2014*			As of August 31, 2013**
	Corporate Bonds 49.9%			Corporate Bonds 50.2%
	U.S. Government and U.S. Government Agency Obligations^†34.7%			U.S. Government and U.S. Government Agency Obligations^† 34.8%
	Asset-Backed Securities 3.7%			Asset-Backed Securities 4.8%
	CMOs and Other Mortgage Related Securities 8.5%			CMOs and Other Mortgage Related Securities 7.7%
	Municipal Bonds 0.4%			Municipal Bonds 0.6%
	Other Investments 1.4%			Other Investments 1.1%
	Short-Term Investments and Net Other Assets (Liabilities) 1.4%			Short-Term Investments and Net Other Assets (Liabilities) 0.8%
* Foreign investments		11.8%	** Foreign investments		11.0%
* Futures and Swaps		0.0%^††	** Futures and Swaps		0.0%^††

ibf2263575

^† Includes NCUA Guaranteed Notes

^†† Amount represents less than 0.1%

Semiannual Report

Investments February 28, 2014

Showing Percentage of Net Assets

Nonconvertible Bonds - 48.8%
	Principal Amount (000s)		Value (000s)
CONSUMER DISCRETIONARY - 3.6%
Automobiles - 0.6%
Daimler Finance North America LLC:
1.25% 1/11/16 (d)	$ 8,000		$ 8,058
1.45% 8/1/16 (d)	2,380		2,402
Volkswagen International Finance NV:
1.6% 11/20/17 (d)	4,220		4,239
2.375% 3/22/17 (d)	3,940		4,076
			18,775
Hotels, Restaurants & Leisure - 0.1%
Starbucks Corp. 3.85% 10/1/23	5,000		5,132
Household Durables - 0.2%
Toll Brothers Finance Corp. 4% 12/31/18	5,175		5,304
Media - 2.5%
Comcast Corp.:
4.95% 6/15/16	2,432		2,658
5.15% 3/1/20	4,685		5,352
5.7% 5/15/18	355		411
COX Communications, Inc. 5.5% 10/1/15	1,342		1,438
DIRECTV Holdings LLC/DIRECTV Financing, Inc.:
2.4% 3/15/17	4,504		4,631
4.75% 10/1/14	9,282		9,507
5.875% 10/1/19	287		329
Discovery Communications LLC:
3.25% 4/1/23	563		539
3.7% 6/1/15	5,906		6,127
5.05% 6/1/20	2,181		2,428
NBCUniversal, Inc. 5.15% 4/30/20	6,800		7,776
News America, Inc.:
5.3% 12/15/14	968		1,006
6.9% 3/1/19	5,426		6,596
Time Warner Cable, Inc.:
5.85% 5/1/17	4,293		4,856
6.75% 7/1/18	7,189		8,475
8.25% 4/1/19	2,550		3,211
Time Warner, Inc.:
3.15% 7/15/15	204		211
4.875% 3/15/20	5,060		5,624
5.875% 11/15/16	5,025		5,660
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
CONSUMER DISCRETIONARY - continued
Media - continued
Viacom, Inc.:
3.5% 4/1/17	$ 3,145		$ 3,351
6.125% 10/5/17	3,071		3,538
			83,724
Specialty Retail - 0.2%
AutoZone, Inc. 3.7% 4/15/22	3,290		3,289
Lowe's Companies, Inc. 4.625% 4/15/20	4,793		5,339
			8,628
TOTAL CONSUMER DISCRETIONARY			121,563
CONSUMER STAPLES - 2.7%
Beverages - 1.0%
Anheuser-Busch InBev Finance, Inc. 2.15% 2/1/19	6,585		6,643
FBG Finance Ltd. 5.125% 6/15/15 (d)	3,800		4,007
Heineken NV:
1.4% 10/1/17 (d)	2,092		2,087
2.75% 4/1/23 (d)	2,186		2,038
PepsiCo, Inc. 7.9% 11/1/18	5,580		7,045
SABMiller Holdings, Inc.:
2.2% 8/1/18 (d)	3,580		3,596
2.45% 1/15/17 (d)	8,430		8,710
			34,126
Food & Staples Retailing - 0.3%
CVS Caremark Corp.:
2.25% 12/5/18	2,601		2,623
4.125% 5/15/21	4,367		4,655
Walgreen Co.:
1.8% 9/15/17	1,743		1,765
3.1% 9/15/22	2,519		2,434
			11,477
Food Products - 0.6%
Cargill, Inc.:
3.25% 11/15/21 (d)	4,000		3,999
6% 11/27/17 (d)	781		899
ConAgra Foods, Inc.:
1.9% 1/25/18	1,466		1,464
3.2% 1/25/23	1,704		1,621
General Mills, Inc. 5.2% 3/17/15	3,350		3,512
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
CONSUMER STAPLES - continued
Food Products - continued
Kraft Foods Group, Inc. 2.25% 6/5/17	$ 4,150		$ 4,262
William Wrigley Jr. Co. 2% 10/20/17 (d)	2,937		2,960
			18,717
Tobacco - 0.8%
Altria Group, Inc.:
2.85% 8/9/22	4,100		3,845
9.7% 11/10/18	3,287		4,371
Philip Morris International, Inc. 4.5% 3/26/20	6,800		7,540
Reynolds American, Inc.:
1.05% 10/30/15	4,658		4,674
3.25% 11/1/22	2,145		2,040
6.75% 6/15/17	3,818		4,420
			26,890
TOTAL CONSUMER STAPLES			91,210
ENERGY - 5.8%
Energy Equipment & Services - 0.8%
Cameron International Corp. 1.6% 4/30/15	3,136		3,169
DCP Midstream LLC 5.35% 3/15/20 (d)	4,118		4,454
El Paso Pipeline Partners Operating Co. LLC 6.5% 4/1/20	5,067		5,859
Halliburton Co. 6.15% 9/15/19	2,601		3,119
Nabors Industries, Inc. 2.35% 9/15/16 (d)	1,770		1,812
National Oilwell Varco, Inc. 1.35% 12/1/17	4,120		4,086
Noble Holding International Ltd. 2.5% 3/15/17	1,741		1,783
Petrofac Ltd. 3.4% 10/10/18 (d)	4,400		4,464
			28,746
Oil, Gas & Consumable Fuels - 5.0%
Anadarko Petroleum Corp.:
5.95% 9/15/16	373		417
6.375% 9/15/17	3,957		4,583
Apache Corp. 1.75% 4/15/17	1,146		1,165
BG Energy Capital PLC 2.875% 10/15/16 (d)	4,300		4,507
Cenovus Energy, Inc. 5.7% 10/15/19	4,250		4,917
DCP Midstream Operating LP:
2.5% 12/1/17	1,922		1,971
3.875% 3/15/23	3,530		3,423
Devon Energy Corp. 2.25% 12/15/18	3,355		3,373
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Duke Energy Field Services 5.375% 10/15/15 (d)	$ 1,581		$ 1,674
El Paso Natural Gas Co. 5.95% 4/15/17	178		201
Enbridge Energy Partners LP 4.2% 9/15/21	4,308		4,470
Enterprise Products Operating LP:
1.25% 8/13/15	3,123		3,147
4.05% 2/15/22	4,350		4,535
Gulfstream Natural Gas System LLC 6.95% 6/1/16 (d)	170		190
Kinder Morgan Energy Partners LP 2.65% 2/1/19	4,636		4,664
Marathon Petroleum Corp. 3.5% 3/1/16	5,906		6,202
Midcontinent Express Pipeline LLC 5.45% 9/15/14 (d)	6,841		6,955
Nexen, Inc. 5.2% 3/10/15	1,177		1,225
Petro-Canada 6.05% 5/15/18	1,874		2,177
Petrobras Global Finance BV 4.375% 5/20/23	4,400		3,989
Petrobras International Finance Co. Ltd.:
2.875% 2/6/15	4,220		4,273
5.75% 1/20/20	5,269		5,484
7.875% 3/15/19	4,229		4,834
Petroleos Mexicanos:
3.125% 1/23/19 (d)	521		533
3.5% 1/30/23	3,205		2,997
4.875% 1/24/22	4,300		4,494
4.875% 1/18/24	1,175		1,208
4.875% 1/18/24 (d)	2,505		2,565
6% 3/5/20	495		558
Phillips 66 Co. 2.95% 5/1/17	8,400		8,839
Plains All American Pipeline LP/PAA Finance Corp.:
3.95% 9/15/15	2,551		2,675
5.75% 1/15/20	6,268		7,265
Schlumberger Investment SA:
1.25% 8/1/17 (d)	6,000		5,965
3.65% 12/1/23	3,500		3,579
Southeast Supply Header LLC 4.85% 8/15/14 (d)	5,816		5,914
Spectra Energy Capital, LLC 5.65% 3/1/20	237		263
Suncor Energy, Inc. 6.1% 6/1/18	5,571		6,510
Texas Eastern Transmission LP 6% 9/15/17 (d)	5,603		6,327
Total Capital International SA 2.125% 1/10/19	8,195		8,295
TransCapitalInvest Ltd. 5.67% 3/5/14 (d)	4,406		4,406
Transcontinental Gas Pipe Line Corp. 6.4% 4/15/16	1,717		1,904
Western Gas Partners LP:
2.6% 8/15/18	3,512		3,537
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Western Gas Partners LP: - continued
5.375% 6/1/21	$ 4,300		$ 4,642
Williams Partners LP 4.3% 3/4/24	4,990		5,000
			165,852
TOTAL ENERGY			194,598
FINANCIALS - 24.5%
Capital Markets - 2.8%
BlackRock, Inc. 4.25% 5/24/21	3,460		3,768
Goldman Sachs Group, Inc.:
2.375% 1/22/18	4,020		4,076
2.625% 1/31/19	7,920		7,965
5.25% 7/27/21	5,000		5,571
5.95% 1/18/18	10,163		11,610
6.15% 4/1/18	3,044		3,509
Lazard Group LLC:
4.25% 11/14/20	1,723		1,813
6.85% 6/15/17	4,983		5,695
Merrill Lynch & Co., Inc.:
6.4% 8/28/17	1,406		1,627
6.875% 4/25/18	5,859		6,978
Morgan Stanley:
1.75% 2/25/16	3,418		3,477
2.125% 4/25/18	3,910		3,932
5.45% 1/9/17	1,019		1,133
5.625% 9/23/19	933		1,072
5.75% 1/25/21	4,378		5,032
5.95% 12/28/17	2,475		2,839
6.625% 4/1/18	653		768
7.3% 5/13/19	3,668		4,498
State Street Corp.:
3.1% 5/15/23	4,200		4,013
3.7% 11/20/23	2,190		2,243
The Bank of New York Mellon Corp.:
2.4% 1/17/17	8,600		8,936
3.65% 2/4/24	3,295		3,351
			93,906
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
FINANCIALS - continued
Commercial Banks - 8.6%
Australia & New Zealand Banking Group Ltd.:
1.45% 5/15/18	$ 3,890		$ 3,824
1.875% 10/6/17	4,100		4,148
Bank of America NA:
1.25% 2/14/17	5,292		5,297
5.3% 3/15/17	1,267		1,404
Bank of Montreal 2.5% 1/11/17	4,210		4,387
Bank of Tokyo-Mitsubishi UFJ Ltd. 1.65% 2/26/18 (d)	4,760		4,729
BB&T Corp. 3.95% 3/22/22	6,235		6,405
BNP Paribas 2.375% 9/14/17	3,788		3,895
BPCE SA 1.625% 2/10/17	4,965		4,965
Capital One Bank NA 2.25% 2/13/19	6,545		6,548
CIT Group, Inc. 3.875% 2/19/19	7,345		7,447
Credit Suisse AG 6% 2/15/18	9,794		11,337
Discover Bank 2% 2/21/18	8,400		8,390
Fifth Third Bancorp:
2.3% 3/1/19	1,841		1,844
3.5% 3/15/22	4,300		4,334
4.5% 6/1/18	440		480
Fifth Third Bank 1.45% 2/28/18	4,000		3,954
First Niagara Financial Group, Inc. 6.75% 3/19/20	4,283		5,012
HBOS PLC 6.75% 5/21/18 (d)	3,004		3,422
HSBC Bank PLC 1.5% 5/15/18 (d)	3,890		3,832
HSBC Holdings PLC:
4% 3/30/22	3,778		3,917
5.1% 4/5/21	4,270		4,793
Huntington Bancshares, Inc. 7% 12/15/20	1,204		1,447
Huntington National Bank 2.2% 4/1/19	4,985		4,981
Intesa Sanpaolo SpA 2.375% 1/13/17	6,760		6,776
KeyBank NA 1.65% 2/1/18	2,625		2,623
KeyCorp.:
2.3% 12/13/18	5,120		5,145
5.1% 3/24/21	4,303		4,829
Marshall & Ilsley Bank 5% 1/17/17	5,254		5,710
Mizuho Corporate Bank Ltd. 1.55% 10/17/17 (d)	7,500		7,442
Nordea Bank AB 0.875% 5/13/16 (d)	5,850		5,839
PNC Bank NA:
1.125% 1/27/17	8,215		8,224
2.2% 1/28/19	3,285		3,310
Rabobank (Netherlands) NV 3.95% 11/9/22	8,367		8,297
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
FINANCIALS - continued
Commercial Banks - continued
Rabobank Nederland New York Branch 2.25% 1/14/19	$ 6,560		$ 6,602
Regions Bank:
6.45% 6/26/37	514		569
7.5% 5/15/18	6,078		7,237
Regions Financial Corp.:
2% 5/15/18	3,910		3,851
5.75% 6/15/15	31		33
7.75% 11/10/14	48		50
Royal Bank of Canada 1.5% 1/16/18	8,080		8,065
Royal Bank of Scotland Group PLC 2.55% 9/18/15	13,895		14,218
Sumitomo Mitsui Banking Corp.:
1.8% 7/18/17	6,150		6,195
2.45% 1/10/19	4,000		4,062
SunTrust Bank 2.75% 5/1/23	4,300		4,067
SunTrust Banks, Inc. 3.5% 1/20/17	9,273		9,832
The Toronto Dominion Bank:
2.375% 10/19/16	8,600		8,946
2.625% 9/10/18	5,842		6,037
Union Bank NA 2.125% 6/16/17	4,300		4,404
Wachovia Bank NA 6% 11/15/17	5,655		6,552
Wells Fargo & Co.:
2.15% 1/15/19	5,077		5,126
3% 1/22/21	6,034		6,098
3.5% 3/8/22	4,300		4,404
4.48% 1/16/24	4,987		5,219
Westpac Banking Corp. 2% 8/14/17	7,300		7,463
			288,017
Consumer Finance - 2.7%
American Express Credit Corp.:
1.3% 7/29/16	3,620		3,658
2.8% 9/19/16	3,852		4,031
American Honda Finance Corp. 1.5% 9/11/17 (d)	4,100		4,124
Capital One Financial Corp. 3.15% 7/15/16	4,360		4,579
Discover Financial Services:
3.85% 11/21/22	196		193
5.2% 4/27/22	710		765
6.45% 6/12/17	2,977		3,374
Ford Motor Credit Co. LLC:
1.7% 5/9/16	4,000		4,056
2.75% 5/15/15	6,250		6,397
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
FINANCIALS - continued
Consumer Finance - continued
Ford Motor Credit Co. LLC: - continued
3% 6/12/17	$ 10,250		$ 10,673
4.25% 9/20/22	4,080		4,217
General Electric Capital Corp.:
1% 1/8/16	4,796		4,834
1.6% 11/20/17	11,000		11,117
2.25% 11/9/15	6,196		6,376
2.9% 1/9/17	4,220		4,441
6.375% 11/15/67 (f)	5,670		6,272
HSBC U.S.A., Inc.:
1.625% 1/16/18	3,579		3,570
2.375% 2/13/15	3,402		3,465
2.625% 9/24/18	1,804		1,854
Hyundai Capital America:
2.125% 10/2/17 (d)	1,463		1,479
2.875% 8/9/18 (d)	1,665		1,706
			91,181
Diversified Financial Services - 3.6%
ABB Finance (U.S.A.), Inc. 1.625% 5/8/17	1,596		1,596
Bank of America Corp.:
1.5% 10/9/15	5,000		5,054
2% 1/11/18	3,000		3,016
2.6% 1/15/19	11,089		11,226
3.875% 3/22/17	326		350
5.75% 12/1/17	6,840		7,802
5.875% 1/5/21	5,905		6,905
Barclays Bank PLC 2.5% 2/20/19	2,100		2,123
BP Capital Markets PLC:
2.248% 11/1/16	4,280		4,433
3.2% 3/11/16	4,270		4,489
3.245% 5/6/22	4,160		4,145
Citigroup, Inc.:
1.3% 4/1/16	6,000		6,034
1.7% 7/25/16	1,000		1,014
1.75% 5/1/18	6,000		5,936
6.125% 5/15/18	100		116
Deutsche Bank AG London Branch 2.5% 2/13/19	8,876		8,958
IntercontinentalExchange Group, Inc. 2.5% 10/15/18	2,383		2,438
JPMorgan Chase & Co.:
2.35% 1/28/19	16,470		16,538
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
FINANCIALS - continued
Diversified Financial Services - continued
JPMorgan Chase & Co.: - continued
3.15% 7/5/16	$ 4,300		$ 4,520
4.5% 1/24/22	4,210		4,554
JPMorgan Chase Bank 6% 10/1/17	12,071		13,882
RBS Citizens Financial Group, Inc. 4.15% 9/28/22 (d)	1,271		1,266
TECO Finance, Inc.:
4% 3/15/16	1,147		1,217
5.15% 3/15/20	1,709		1,909
			119,521
Insurance - 2.3%
American International Group, Inc. 4.875% 6/1/22	4,038		4,440
Aon Corp.:
3.5% 9/30/15	6,239		6,490
5% 9/30/20	4,000		4,502
Aon PLC 4% 11/27/23	3,380		3,448
Axis Capital Holdings Ltd. 5.75% 12/1/14	617		640
Berkshire Hathaway Finance Corp. 1.6% 5/15/17	5,000		5,093
Great-West Life & Annuity Insurance Co. 7.153% 5/16/46 (d)(f)	1,929		1,987
Hartford Financial Services Group, Inc.:
5.125% 4/15/22	1,889		2,110
5.375% 3/15/17	149		166
Liberty Mutual Group, Inc. 5% 6/1/21 (d)	4,280		4,573
Marsh & McLennan Companies, Inc.:
2.55% 10/15/18	3,559		3,637
4.8% 7/15/21	2,565		2,800
MetLife, Inc.:
1.756% 12/15/17 (c)	1,752		1,776
5% 6/15/15	1,285		1,359
Metropolitan Life Global Funding I 1.5% 1/10/18 (d)	9,444		9,280
Pacific LifeCorp 6% 2/10/20 (d)	2,213		2,521
Prudential Financial, Inc. 4.5% 11/15/20	4,820		5,289
Symetra Financial Corp. 6.125% 4/1/16 (d)	6,640		7,095
Unum Group:
5.625% 9/15/20	5,021		5,595
7.125% 9/30/16	4,802		5,488
			78,289
Real Estate Investment Trusts - 2.1%
Alexandria Real Estate Equities, Inc. 4.6% 4/1/22	1,262		1,308
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
FINANCIALS - continued
Real Estate Investment Trusts - continued
AvalonBay Communities, Inc.:
3.625% 10/1/20	$ 1,583		$ 1,639
4.2% 12/15/23	6,745		6,967
Boston Properties, Inc. 3.85% 2/1/23	3,900		3,919
BRE Properties, Inc. 5.5% 3/15/17	508		562
Camden Property Trust 4.25% 1/15/24	2,807		2,873
Developers Diversified Realty Corp.:
4.625% 7/15/22	1,318		1,383
4.75% 4/15/18	1,990		2,166
7.5% 4/1/17	2,748		3,200
Duke Realty LP:
3.625% 4/15/23	1,976		1,884
3.875% 10/15/22	3,009		2,948
6.75% 3/15/20	291		343
8.25% 8/15/19	57		71
Equity One, Inc.:
3.75% 11/15/22	8,200		7,878
6% 9/15/17	3,451		3,868
6.25% 1/15/17	545		608
Equity Residential 5.125% 3/15/16	3,150		3,418
Federal Realty Investment Trust:
5.9% 4/1/20	42		49
6.2% 1/15/17	685		773
HCP, Inc. 4.25% 11/15/23	5,100		5,218
Health Care REIT, Inc. 2.25% 3/15/18	1,651		1,664
HRPT Properties Trust:
5.75% 11/1/15	1,526		1,582
6.25% 6/15/17	1,361		1,473
6.65% 1/15/18	792		872
Simon Property Group LP:
2.15% 9/15/17	6,685		6,861
2.2% 2/1/19	3,118		3,130
2.8% 1/30/17	972		1,016
4.2% 2/1/15	1,570		1,608
			69,281
Real Estate Management & Development - 2.4%
BioMed Realty LP:
3.85% 4/15/16	8,587		9,043
6.125% 4/15/20	1,521		1,733
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
FINANCIALS - continued
Real Estate Management & Development - continued
Brandywine Operating Partnership LP:
3.95% 2/15/23	$ 4,106		$ 4,014
5.7% 5/1/17	2,338		2,576
ERP Operating LP:
4.625% 12/15/21	3,194		3,462
4.75% 7/15/20	2,996		3,308
5.375% 8/1/16	1,323		1,460
5.75% 6/15/17	5,803		6,590
Liberty Property LP:
4.125% 6/15/22	1,971		1,997
4.75% 10/1/20	7,111		7,616
5.125% 3/2/15	1,250		1,301
5.5% 12/15/16	1,941		2,144
6.625% 10/1/17	2,744		3,171
Mack-Cali Realty LP:
2.5% 12/15/17	2,891		2,924
4.5% 4/18/22	1,234		1,250
7.75% 8/15/19	539		649
Mid-America Apartments LP 4.3% 10/15/23	696		704
Post Apartment Homes LP 3.375% 12/1/22	2,705		2,561
Prime Property Funding, Inc.:
5.125% 6/1/15 (d)	1,411		1,473
5.7% 4/15/17 (d)	2,195		2,382
Regency Centers LP:
4.95% 4/15/14	675		678
5.25% 8/1/15	3,106		3,284
5.875% 6/15/17	1,727		1,934
Tanger Properties LP:
6.125% 6/1/20	4,208		4,927
6.15% 11/15/15	4,191		4,564
Ventas Realty LP/Ventas Capital Corp. 2% 2/15/18	2,589		2,595
			78,340
TOTAL FINANCIALS			818,535
HEALTH CARE - 1.9%
Biotechnology - 0.1%
Amgen, Inc. 5.85% 6/1/17	3,264		3,728
Celgene Corp. 2.45% 10/15/15	472		485
			4,213
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - 1.2%
Aetna, Inc.:
1.5% 11/15/17	$ 506		$ 505
2.75% 11/15/22	2,041		1,926
Coventry Health Care, Inc.:
5.95% 3/15/17	1,930		2,182
6.3% 8/15/14	3,995		4,096
Express Scripts, Inc. 3.125% 5/15/16	3,905		4,085
Medco Health Solutions, Inc. 2.75% 9/15/15	8,204		8,446
UnitedHealth Group, Inc.:
1.4% 10/15/17	840		840
2.75% 2/15/23	684		645
3.875% 10/15/20	5,296		5,660
WellPoint, Inc.:
1.875% 1/15/18	2,129		2,128
3.125% 5/15/22	4,290		4,130
4.35% 8/15/20	5,502		5,921
			40,564
Life Sciences Tools & Services - 0.1%
Thermo Fisher Scientific, Inc.:
1.3% 2/1/17	947		947
4.15% 2/1/24	918		944
			1,891
Pharmaceuticals - 0.5%
AbbVie, Inc.:
1.75% 11/6/17	6,991		7,042
2.9% 11/6/22	4,110		3,970
Mylan, Inc. 1.35% 11/29/16	1,108		1,113
Perrigo Co. PLC 1.3% 11/8/16 (d)	911		912
Watson Pharmaceuticals, Inc. 1.875% 10/1/17	1,373		1,373
Zoetis, Inc.:
1.875% 2/1/18	637		639
3.25% 2/1/23	1,553		1,499
			16,548
TOTAL HEALTH CARE			63,216
INDUSTRIALS - 1.2%
Aerospace & Defense - 0.0%
BAE Systems Holdings, Inc. 4.95% 6/1/14 (d)	440		445
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
INDUSTRIALS - continued
Airlines - 0.3%
Continental Airlines, Inc.:
4.15% 10/11/25	$ 4,477		$ 4,600
6.648% 3/15/19	2,183		2,309
6.795% 2/2/20	72		76
6.9% 7/2/19	634		687
U.S. Airways pass-thru trust certificates:
6.85% 1/30/18	1,490		1,594
8.36% 1/20/19	1,160		1,294
			10,560
Electrical Equipment - 0.2%
Roper Industries, Inc. 2.05% 10/1/18	5,730		5,658
Industrial Conglomerates - 0.4%
Covidien International Finance SA:
3.2% 6/15/22	4,391		4,367
6% 10/15/17	3,234		3,713
General Electric Co. 2.7% 10/9/22	3,340		3,231
			11,311
Machinery - 0.2%
Deere & Co. 2.6% 6/8/22	8,200		7,889
Road & Rail - 0.1%
Burlington Northern Santa Fe LLC 3.45% 9/15/21	4,262		4,343
TOTAL INDUSTRIALS			40,206
INFORMATION TECHNOLOGY - 1.8%
Communications Equipment - 0.2%
Cisco Systems, Inc. 2.125% 3/1/19	6,640		6,698
Computers & Peripherals - 0.5%
Apple, Inc. 1% 5/3/18	11,730		11,452
Hewlett-Packard Co. 2.625% 12/9/14	4,280		4,347
			15,799
Electronic Equipment & Components - 0.2%
Tyco Electronics Group SA:
1.6% 2/3/15	2,168		2,188
2.375% 12/17/18	685		682
6.55% 10/1/17	2,606		3,027
			5,897
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
INFORMATION TECHNOLOGY - continued
IT Services - 0.5%
IBM Corp. 3.625% 2/12/24	$ 3,310		$ 3,329
Xerox Corp. 4.25% 2/15/15	14,142		14,615
			17,944
Software - 0.4%
Microsoft Corp. 3.625% 12/15/23	5,065		5,205
Oracle Corp. 3.875% 7/15/20	6,900		7,446
			12,651
TOTAL INFORMATION TECHNOLOGY			58,989
MATERIALS - 1.2%
Chemicals - 0.4%
Ecolab, Inc. 1.45% 12/8/17	2,207		2,191
Sherwin-Williams Co. 1.35% 12/15/17	4,110		4,058
The Dow Chemical Co. 4.125% 11/15/21	4,063		4,270
The Mosaic Co. 4.25% 11/15/23	5,095		5,170
			15,689
Construction Materials - 0.1%
CRH America, Inc. 6% 9/30/16	2,372		2,640
Metals & Mining - 0.7%
Anglo American Capital PLC 9.375% 4/8/19 (d)	3,822		4,919
Barrick Gold Corp. 4.1% 5/1/23	3,425		3,280
Corporacion Nacional del Cobre de Chile (Codelco) 3.875% 11/3/21 (d)	4,300		4,332
Rio Tinto Finance (U.S.A.) PLC 1.625% 8/21/17	6,630		6,677
Vale Overseas Ltd. 6.25% 1/23/17	3,005		3,366
			22,574
TOTAL MATERIALS			40,903
TELECOMMUNICATION SERVICES - 2.2%
Diversified Telecommunication Services - 1.6%
AT&T, Inc. 1.4% 12/1/17	4,110		4,081
British Telecommunications PLC:
1.625% 6/28/16	2,146		2,181
2.35% 2/14/19	1,992		1,998
CenturyLink, Inc. 6.15% 9/15/19	3,860		4,150
Deutsche Telekom International Financial BV 3.125% 4/11/16 (d)	6,407		6,696
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
TELECOMMUNICATION SERVICES - continued
Diversified Telecommunication Services - continued
France Telecom SA 2.125% 9/16/15	$ 1,491		$ 1,519
Telefonica Emisiones S.A.U. 3.729% 4/27/15	8,664		8,932
Verizon Communications, Inc.:
1.1% 11/1/17	4,120		4,065
2% 11/1/16	8,797		9,017
3% 4/1/16	4,379		4,573
5.15% 9/15/23	4,000		4,383
			51,595
Wireless Telecommunication Services - 0.6%
America Movil S.A.B. de CV:
2.375% 9/8/16	4,330		4,473
3.125% 7/16/22	2,818		2,664
3.625% 3/30/15	5,062		5,214
Rogers Communications, Inc. 4.1% 10/1/23	3,500		3,591
Vodafone Group PLC 1.5% 2/19/18	4,000		3,963
			19,905
TOTAL TELECOMMUNICATION SERVICES			71,500
UTILITIES - 3.9%
Electric Utilities - 2.2%
AmerenUE 6.4% 6/15/17	3,867		4,471
Commonwealth Edison Co. 4% 8/1/20	4,400		4,764
Duke Capital LLC 5.668% 8/15/14	2,661		2,722
Duke Energy Corp. 1.625% 8/15/17	2,069		2,085
Duquesne Light Holdings, Inc. 6.4% 9/15/20 (d)	369		431
Edison International 3.75% 9/15/17	2,938		3,151
Exelon Corp. 4.9% 6/15/15	3,038		3,191
FirstEnergy Corp. 4.25% 3/15/23	4,000		3,925
FirstEnergy Solutions Corp. 6.05% 8/15/21	4,294		4,738
LG&E and KU Energy LLC:
2.125% 11/15/15	3,294		3,358
3.75% 11/15/20	19		20
Nevada Power Co.:
6.5% 5/15/18	6,784		8,039
6.5% 8/1/18	2,033		2,423
Northeast Utilities:
1.45% 5/1/18	1,030		1,008
2.8% 5/1/23	4,679		4,412
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
UTILITIES - continued
Electric Utilities - continued
Pacific Gas & Electric Co.:
3.25% 9/15/21	$ 662		$ 666
3.25% 6/15/23	3,750		3,660
Pennsylvania Electric Co. 6.05% 9/1/17	844		939
Pepco Holdings, Inc. 2.7% 10/1/15	3,115		3,190
PPL Capital Funding, Inc. 4.2% 6/15/22	4,268		4,402
Progress Energy, Inc. 4.4% 1/15/21	4,958		5,336
Tampa Electric Co. 5.4% 5/15/21	1,635		1,875
Virginia Electric & Power Co. 3.45% 2/15/24	4,960		4,979
Wisconsin Electric Power Co. 2.95% 9/15/21	768		773
			74,558
Gas Utilities - 0.1%
Southern Natural Gas Co./Southern Natural Issuing Corp. 4.4% 6/15/21	1,325		1,404
Independent Power Producers & Energy Traders - 0.0%
PSEG Power LLC 2.75% 9/15/16	1,039		1,086
Multi-Utilities - 1.6%
Ameren Illinois Co. 6.125% 11/15/17	455		528
Consolidated Edison Co. of New York, Inc. 4.45% 6/15/20	4,620		5,115
Dominion Resources, Inc.:
2.5469% 9/30/66 (f)	4,542		4,195
7.5% 6/30/66 (f)	4,221		4,580
MidAmerican Energy Holdings, Co. 2% 11/15/18 (d)	3,752		3,737
National Grid PLC 6.3% 8/1/16	1,843		2,068
NiSource Finance Corp.:
3.85% 2/15/23	4,300		4,282
5.25% 9/15/17	2,656		2,975
5.4% 7/15/14	1,743		1,773
5.45% 9/15/20	313		355
6.4% 3/15/18	1,717		2,007
PG&E Corp. 2.4% 3/1/19	489		490
San Diego Gas & Electric Co. 3% 8/15/21	4,615		4,678
Sempra Energy:
2.3% 4/1/17	9,715		9,984
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
UTILITIES - continued
Multi-Utilities - continued
Sempra Energy: - continued
2.875% 10/1/22	$ 1,677		$ 1,596
Wisconsin Energy Corp. 6.25% 5/15/67 (f)	3,383		3,459
			51,822
TOTAL UTILITIES			128,870
TOTAL NONCONVERTIBLE BONDS (Cost $1,548,281)		1,629,590
U.S. Government and Government Agency Obligations - 29.6%

U.S. Government Agency Obligations - 5.0%
Fannie Mae:
1.875% 9/18/18	42,971		43,659
1.875% 2/19/19	22,209		22,435
Freddie Mac:
0.75% 1/12/18	6,976		6,854
0.875% 10/14/16	14,795		14,904
0.875% 2/22/17	49,914		50,121
1% 9/29/17	28,881		28,822
1.25% 5/12/17	1,496		1,516
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS			168,311
U.S. Treasury Obligations - 24.4%
U.S. Treasury Notes:
0.25% 2/29/16	9,648		9,634
0.625% 12/15/16	848		848
0.75% 1/15/17	8,643		8,669
0.75% 6/30/17	170,500		169,862
0.875% 11/30/16	46,324		46,668
0.875% 1/31/17	3,767		3,789
0.875% 4/30/17 (e)	89,450		89,695
0.875% 1/31/18	22,749		22,543
1% 3/31/17	27,851		28,062
1% 5/31/18	45,352		44,884
1.375% 2/28/19	107,200		106,446
1.5% 12/31/18	6,038		6,048
1.5% 1/31/19	18,618		18,627
U.S. Government and Government Agency Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Treasury Obligations - continued
U.S. Treasury Notes: - continued
2% 2/28/21	$ 128,523		$ 127,418
2% 2/15/23	61,760		59,135
2.125% 1/31/21	71,879		71,946
TOTAL U.S. TREASURY OBLIGATIONS			814,274
Other Government Related - 0.2%
National Credit Union Administration Guaranteed Notes Master Trust 1.4% 6/12/15 (NCUA Guaranteed)	6,030		6,102
TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $990,101)		988,687
U.S. Government Agency - Mortgage Securities - 2.8%

Fannie Mae - 1.4%
1.85% 10/1/33 (f)	193		200
1.885% 2/1/33 (f)	127		132
1.91% 12/1/34 (f)	144		150
1.91% 3/1/35 (f)	108		113
1.929% 10/1/33 (f)	69		72
1.94% 7/1/35 (f)	52		55
2.045% 10/1/35 (f)	103		107
2.05% 3/1/35 (f)	22		23
2.23% 7/1/34 (f)	81		85
2.303% 6/1/36 (f)	136		143
2.332% 3/1/35 (f)	80		85
2.371% 12/1/33 (f)	4,016		4,244
2.377% 7/1/35 (f)	477		506
2.421% 10/1/33 (f)	175		185
2.486% 11/1/36 (f)	931		991
2.516% 7/1/35 (f)	248		263
2.527% 4/1/35 (f)	2,348		2,503
2.536% 6/1/42 (f)	596		615
2.602% 5/1/35 (f)	323		343
2.643% 7/1/37 (f)	206		219
2.7% 9/1/36 (f)	1,476		1,570
2.949% 11/1/40 (f)	372		391
2.959% 9/1/41 (f)	430		451
3.093% 10/1/41 (f)	210		221
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Fannie Mae - continued
3.201% 1/1/40 (f)	$ 1,630		$ 1,731
3.224% 7/1/41 (f)	672		707
3.345% 10/1/41 (f)	381		404
3.49% 3/1/40 (f)	1,138		1,194
3.5% 1/1/26	2,421		2,568
3.55% 7/1/41 (f)	713		757
3.589% 3/1/40 (f)	1,599		1,701
3.598% 12/1/39 (f)	400		420
5.5% 9/1/17 to 6/1/36	16,292		17,798
6.5% 4/1/14 to 8/1/36	4,850		5,476
7% 7/1/25 to 2/1/32	17		20
7.5% 11/1/22 to 8/1/29	238		276
TOTAL FANNIE MAE			46,719
Freddie Mac - 1.3%
2.022% 3/1/36 (f)	258		270
2.03% 4/1/35 (f)	1,426		1,493
2.463% 1/1/35 (f)	70		74
2.785% 11/1/35 (f)	480		511
2.877% 3/1/33 (f)	15		16
3% 8/1/21	4,872		5,089
3.064% 10/1/35 (f)	183		194
3.23% 4/1/41 (f)	411		433
3.249% 9/1/41 (f)	398		419
3.281% 6/1/41 (f)	531		561
3.464% 5/1/41 (f)	442		469
3.5% 1/1/26	2,246		2,377
3.567% 4/1/40 (f)	1,178		1,253
3.579% 2/1/40 (f)	1,972		2,097
3.61% 4/1/40 (f)	937		997
3.622% 6/1/41 (f)	701		747
3.695% 5/1/41 (f)	649		690
4.5% 8/1/18	3,049		3,251
5% 3/1/19	4,215		4,466
5.5% 3/1/34 to 7/1/35	15,419		17,116
7.5% 8/1/14 to 1/1/33	55		66
TOTAL FREDDIE MAC			42,589
Ginnie Mae - 0.1%
7% 1/15/28 to 11/15/32	2,703		3,188
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Ginnie Mae - continued
7.5% 3/15/28	$ 4		$ 5
8% 7/15/17 to 5/15/22	374		403
TOTAL GINNIE MAE			3,596
TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES (Cost $90,432)		92,904
Asset-Backed Securities - 3.7%

Accredited Mortgage Loan Trust Series 2005-1 Class M1, 0.6255% 4/25/35 (f)	299		265
ACE Securities Corp. Home Equity Loan Trust Series 2004-HE1 Class M2, 1.8055% 3/25/34 (f)	257		238
Ally Master Owner Trust:
Series 2012-1 Class A2, 1.44% 2/15/17	8,450		8,520
Series 2012-3 Class A2, 1.21% 6/15/17	11,354		11,420
Series 2012-4 Class A, 1.72% 7/15/19	2,004		2,023
Series 2012-5 Class A, 1.54% 9/15/19	8,500		8,519
American Express Credit Account Master Trust Series 2013-3 Class A, 0.98% 5/15/19	6,251		6,264
AmeriCredit Auto Receivables Trust Series 2013-5 Class A3, 0.9% 9/10/18	4,923		4,941
Ameriquest Mortgage Securities, Inc. pass-thru certificates:
Series 2003-10 Class M1, 1.2055% 12/25/33 (f)	27		24
Series 2004-R2 Class M3, 0.9805% 4/25/34 (f)	40		22
Series 2005-R2 Class M1, 0.6055% 4/25/35 (f)	476		470
Argent Securities, Inc. pass-thru certificates:
Series 2003-W7 Class A2, 0.9355% 3/25/34 (f)	22		20
Series 2004-W11 Class M2, 1.2055% 11/25/34 (f)	253		229
Series 2004-W7 Class M1, 0.9805% 5/25/34 (f)	968		892
Series 2006-W4 Class A2C, 0.3155% 5/25/36 (f)	547		171
Asset Backed Securities Corp. Home Equity Loan Trust:
Series 2004-HE2 Class M1, 0.9805% 4/25/34 (f)	906		848
Series 2006-HE2 Class M1, 0.5255% 3/25/36 (f)	22		0*
Bear Stearns Asset Backed Securities I Trust Series 2005-HE2 Class M2, 1.2805% 2/25/35 (f)	1,896		1,549
Capital One Multi-Asset Execution Trust Series 2013-A3 Class A3, 0.96% 9/16/19	9,503		9,508
Capital Trust Ltd. Series 2004-1 Class C, 1.254% 7/20/39 (d)(f)	107		43
Asset-Backed Securities - continued
	Principal Amount (000s)		Value (000s)
Carrington Mortgage Loan Trust Series 2007-RFC1 Class A3, 0.2955% 12/25/36 (f)	$ 812		$ 470
CFC LLC Series 2013-2A Class A, 1.75% 11/15/17 (d)	2,879		2,880
Countrywide Home Loans, Inc.:
Series 2004-3 Class M4, 1.6105% 4/25/34 (f)	41		32
Series 2004-4 Class M2, 0.9505% 6/25/34 (f)	185		174
Fannie Mae Series 2004-T5 Class AB3, 0.9224% 5/28/35 (f)	18		16
Fieldstone Mortgage Investment Corp. Series 2004-3 Class M5, 2.3305% 8/25/34 (f)	208		165
Ford Credit Floorplan Master Owner Trust:
Series 2012-2 Class A, 1.92% 1/15/19	8,690		8,877
Series 2013-1 Class A1, 0.85% 1/15/18	8,690		8,711
Fremont Home Loan Trust Series 2005-A:
Class M3, 0.8905% 1/25/35 (f)	427		349
Class M4, 1.1755% 1/25/35 (f)	157		62
GCO Education Loan Funding Master Trust II Series 2007-1A Class C1L, 0.6149% 2/25/47 (d)(f)	1,457		1,211
GE Business Loan Trust:
Series 2003-1 Class A, 0.5845% 4/15/31 (d)(f)	26		24
Series 2006-2A:
Class A, 0.3345% 11/15/34 (d)(f)	903		829
Class B, 0.4345% 11/15/34 (d)(f)	327		277
Class C, 0.5345% 11/15/34 (d)(f)	542		457
Class D, 0.9045% 11/15/34 (d)(f)	206		172
GE Capital Credit Card Master Note Trust Series 2012-5 Class A, 0.95% 6/15/18	8,510		8,544
GSAMP Trust Series 2004-AR1 Class B4, 5.5% 6/25/34 (d)	240		17
Guggenheim Structured Real Estate Funding Ltd. Series 2006-3 Class C, 0.7055% 9/25/46 (d)(f)	303		303
Home Equity Asset Trust:
Series 2003-2 Class M1, 1.4755% 8/25/33 (f)	238		228
Series 2003-3 Class M1, 1.4455% 8/25/33 (f)	241		226
Series 2003-5 Class A2, 0.8555% 12/25/33 (f)	15		14
HSI Asset Securitization Corp. Trust Series 2007-HE1 Class 2A3, 0.3455% 1/25/37 (f)	766		378
Hyundai Auto Lease Securitization Trust Series 2013-A Class A3, 0.66% 6/15/16 (d)	7,680		7,694
John Deere Owner Trust Series 2011-A Class A4, 1.96% 4/16/18	1,810		1,818
JPMorgan Mortgage Acquisition Trust:
Series 2006-NC2 Class M2, 0.4555% 7/25/36 (f)	151		7
Series 2007-CH1 Class AV4, 0.2855% 11/25/36 (f)	687		677
Asset-Backed Securities - continued
	Principal Amount (000s)		Value (000s)
KeyCorp Student Loan Trust:
Series 1999-A Class A2, 0.5759% 12/27/29 (f)	$ 142		$ 141
Series 2006-A Class 2C, 1.3959% 3/27/42 (f)	2,280		361
MASTR Asset Backed Securities Trust Series 2007-HE1 Class M1, 0.4555% 5/25/37 (f)	216		2
Mercedes-Benz Master Owner Trust Series 2012-AA Class A, 0.79% 11/15/17 (d)	10,650		10,670
Meritage Mortgage Loan Trust Series 2004-1 Class M1, 0.9055% 7/25/34 (f)	100		86
Merrill Lynch Mortgage Investors Trust:
Series 2003-OPT1 Class M1, 1.1305% 7/25/34 (f)	347		297
Series 2006-FM1 Class A2B, 0.2655% 4/25/37 (f)	382		372
Series 2006-OPT1 Class A1A, 0.6755% 6/25/35 (f)	1,334		1,267
Morgan Stanley ABS Capital I Trust:
Series 2004-HE6 Class A2, 0.8355% 8/25/34 (f)	26		26
Series 2004-HE7 Class B3, 5.4055% 8/25/34 (f)	186		15
Series 2005-NC1 Class M1, 0.8155% 1/25/35 (f)	180		166
Series 2005-NC2 Class B1, 1.3255% 3/25/35 (f)	110		53
New Century Home Equity Loan Trust Series 2005-4 Class M2, 0.6655% 9/25/35 (f)	642		538
Ocala Funding LLC:
Series 2005-1A Class A, 1.654% 3/20/10 (b)(d)(f)	405		0
Series 2006-1A Class A, 1.554% 3/20/11 (b)(d)(f)	530		0
Park Place Securities, Inc.:
Series 2004-WCW1:
Class M3, 1.4055% 9/25/34 (f)	240		215
Class M4, 1.6055% 9/25/34 (f)	308		173
Series 2005-WCH1 Class M4, 0.9855% 1/25/36 (f)	665		547
Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 0.9555% 4/25/33 (f)	2		2
Santander Drive Auto Receivables Trust Series 2013-4 Class B, 2.16% 1/15/20	1,940		1,977
Saxon Asset Securities Trust Series 2004-1 Class M1, 0.9505% 3/25/35 (f)	457		386
SLM Private Credit Student Loan Trust Series 2004-A Class C, 1.1929% 6/15/33 (f)	465		401
Structured Asset Investment Loan Trust Series 2004-8 Class M5, 1.8805% 9/25/34 (f)	36		25
Terwin Mortgage Trust Series 2003-4HE Class A1, 1.0155% 9/25/34 (f)	168		159
Trapeza CDO XII Ltd./Trapeza CDO XII, Inc. Series 2007-12A Class B, 0.8029% 4/6/42 (d)(f)	1,820		409
Asset-Backed Securities - continued
	Principal Amount (000s)		Value (000s)
Volkswagen Auto Loan Enhanced Trust Series 2013-2 Class A4, 1.16% 3/20/20	$ 4,957		$ 4,958
Whinstone Capital Management Ltd. Series 1A Class B3, 2.0386% 10/25/44 (d)(f)	806		779
TOTAL ASSET-BACKED SECURITIES (Cost $118,804)		124,603
Collateralized Mortgage Obligations - 3.2%

Private Sponsor - 0.9%
Credit Suisse Mortgage Capital Certificates floater Series 2011-7R Class A1, 1.4085% 8/28/47 (d)(f)	387		386
Granite Master Issuer PLC floater:
Series 2005-4 Class C2, 1.254% 12/20/54 (f)	151		143
Series 2006-1A:
Class A5, 0.294% 12/20/54 (d)(f)	6,326		6,260
Class C2, 1.354% 12/20/54 (d)(f)	3,085		2,984
Series 2006-2 Class C1, 1.094% 12/20/54 (f)	2,445		2,310
Series 2006-3 Class C2, 1.154% 12/20/54 (f)	506		482
Series 2006-4:
Class B1, 0.334% 12/20/54 (f)	2,386		2,320
Class C1, 0.914% 12/20/54 (f)	1,459		1,377
Class M1, 0.494% 12/20/54 (f)	629		598
Series 2007-1:
Class 1C1, 0.754% 12/20/54 (f)	1,115		1,045
Class 1M1, 0.454% 12/20/54 (f)	754		719
Class 2C1, 1.014% 12/20/54 (f)	506		477
Class 2M1, 0.654% 12/20/54 (f)	969		923
Series 2007-2 Class 2C1, 1.0145% 12/17/54 (f)	1,341		1,263
Granite Mortgages Series 2003-2 Class 1A3, 0.7366% 7/20/43 (f)	1,264		1,260
Granite Mortgages PLC floater:
Series 2003-3 Class 1C, 2.6866% 1/20/44 (f)	194		192
Series 2004-1 Class 2A1, 0.5651% 3/20/44 (f)	5,718		5,681
MASTR Adjustable Rate Mortgages Trust Series 2007-3 Class 22A2, 0.3655% 5/25/47 (f)	248		189
Merrill Lynch Alternative Note Asset Trust floater Series 2007-OAR1 Class A1, 0.3255% 2/25/37 (f)	508		461
RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B:
Class B5, 2.5065% 7/10/35 (d)(f)	370		340
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (000s)
Private Sponsor - continued
RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B: - continued
Class B6, 3.0065% 7/10/35 (d)(f)	$ 102		$ 95
Sequoia Mortgage Trust floater Series 2004-6 Class A3B, 1.2269% 7/20/34 (f)	13		12
TOTAL PRIVATE SPONSOR			29,517
U.S. Government Agency - 2.3%
Fannie Mae:
pass-thru certificates Series 2012-127 Class DH, 4% 11/25/27	4,302		4,596
planned amortization class Series 2002-9 Class PC, 6% 3/25/17	81		85
sequential payer Series 2004-86 Class KC, 4.5% 5/25/19	80		81
Series 2010-123 Class DL, 3.5% 11/25/25	1,354		1,408
Series 2010-143 Class B, 3.5% 12/25/25	2,187		2,288
Series 2013-16 Class GP, 3% 3/25/33	20,000		20,708
Series 2013-40 Class PV, 2% 1/25/26	5,882		5,983
Freddie Mac:
planned amortization class:
Series 2356 Class GD, 6% 9/15/16	262		274
Series 2363 Class PF, 6% 9/15/16	315		329
Series 2425 Class JH, 6% 3/15/17	326		344
Series 3820 Class DA, 4% 11/15/35	2,798		2,983
Series 4176 Class BA, 3% 2/15/33	3,882		4,013
Series 3777 Class AC, 3.5% 12/15/25	5,543		5,832
Series 3949 Class MK, 4.5% 10/15/34	2,215		2,386
Series 4181 Class LA, 3% 3/15/37	5,397		5,538
Series 4221-CLS Class GA, 1.4% 7/15/23	10,487		10,486
Ginnie Mae guaranteed REMIC pass-thru certificates:
floater Series 2012-149 Class MF, 0.407% 12/20/42 (f)	9,155		9,097
floater sequential payer Series 2011-150 Class D, 3% 4/20/37	1,003		1,018
TOTAL U.S. GOVERNMENT AGENCY			77,449
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $94,380)		106,966
Commercial Mortgage Securities - 7.6%
	Principal Amount (000s)		Value (000s)
7 WTC Depositor LLC Trust Series 2012-7WTC Class A, 4.0824% 3/13/31 (d)	$ 4,907		$ 5,118
Asset Securitization Corp. Series 1997-D5 Class PS1, 1.5236% 2/14/43 (f)(h)	432		11
Banc of America Commercial Mortgage Trust:
sequential payer:
Series 2006-2 Class AAB, 5.7192% 5/10/45 (f)	534		547
Series 2006-6 Class A3, 5.369% 10/10/45	2,414		2,478
Series 2006-4 Class A1A, 5.617% 7/10/46 (f)	5,894		6,482
Series 2006-6 Class E, 5.619% 10/10/45 (d)	697		86
Series 2007-3 Class A3, 5.6195% 6/10/49 (f)	2,000		1,999
Banc of America REMIC Trust Series 2012-CLRN Class A1, 1.3045% 8/15/29 (d)(f)	7,110		7,119
Bayview Commercial Asset Trust:
floater:
Series 2003-2 Class M1, 1.0055% 12/25/33 (d)(f)	31		25
Series 2005-4A:
Class A2, 0.5455% 1/25/36 (d)(f)	447		372
Class B1, 1.5555% 1/25/36 (d)(f)	59		12
Class M1, 0.6055% 1/25/36 (d)(f)	144		81
Class M2, 0.6255% 1/25/36 (d)(f)	69		36
Class M3, 0.6555% 1/25/36 (d)(f)	63		33
Class M4, 0.7655% 1/25/36 (d)(f)	55		27
Class M5, 0.8055% 1/25/36 (d)(f)	55		20
Class M6, 0.8555% 1/25/36 (d)(f)	59		17
Series 2006-3A Class M4, 0.5855% 10/25/36 (d)(f)	62		9
Series 2007-1 Class A2, 0.4255% 3/25/37 (d)(f)	368		257
Series 2007-2A:
Class A1, 0.4255% 7/25/37 (d)(f)	364		294
Class A2, 0.4755% 7/25/37 (d)(f)	341		234
Class M1, 0.5255% 7/25/37 (d)(f)	158		51
Class M2, 0.5655% 7/25/37 (d)(f)	86		14
Class M3, 0.6455% 7/25/37 (d)(f)	87		8
Class M4, 0.8055% 7/25/37 (d)(f)	82		3
Series 2007-3:
Class A2, 0.4455% 7/25/37 (d)(f)	275		192
Class M1, 0.4655% 7/25/37 (d)(f)	93		60
Class M2, 0.4955% 7/25/37 (d)(f)	99		56
Class M3, 0.5255% 7/25/37 (d)(f)	157		69
Class M4, 0.6555% 7/25/37 (d)(f)	186		45
Class M5, 0.7555% 7/25/37 (d)(f)	128		22
Class M6, 0.9555% 7/25/37 (d)(f)	30		0*
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Bayview Commercial Asset Trust: - continued
Series 2007-4A:
Class M1, 1.1055% 9/25/37 (d)(f)	$ 186		$ 22
Class M2, 1.2055% 9/25/37 (d)(f)	186		12
Series 2007-5A, Class IO, 4.186% 10/25/37 (d)(f)(h)	4,057		249
Bear Stearns Commercial Mortgage Securities Trust:
floater Series 2007-BBA8:
Class E, 0.4545% 3/15/22 (d)(f)	284		278
Class F, 0.5045% 3/15/22 (d)(f)	1,115		1,059
Class G, 0.5545% 3/15/22 (d)(f)	376		346
Class H, 0.7045% 3/15/22 (d)(f)	349		311
Class J, 0.8545% 3/15/22 (d)(f)	349		304
sequential payer:
Series 2006-PW13 Class A1A, 5.533% 9/11/41	5,485		5,995
Series 2006-T22 Class A1A, 5.5801% 4/12/38 (f)	6,179		6,702
Series 2006-PW12 Class A1A, 5.7034% 9/11/38 (f)	4,784		5,218
Series 2007-PW18 Class X2, 0.2966% 6/11/50 (d)(f)(h)	61,254		417
Series 2007-T28 Class X2, 0.1573% 9/11/42 (d)(f)(h)	37,606		121
C-BASS Trust floater Series 2006-SC1 Class A, 0.4255% 5/25/36 (d)(f)	230		222
CD Commercial Mortgage Trust Series 2007-CD5 Class A1A, 5.8% 11/15/44	6,102		6,824
CDC Commercial Mortgage Trust Series 2002-FX1 Class XCL, 1.4233% 5/15/35 (d)(f)(h)	2,581		35
Citigroup Commercial Mortgage Trust Series 2013-GC11 Class A1, 0.754% 4/10/46	2,608		2,601
Citigroup/Deutsche Bank Commercial Mortgage Trust:
sequential payer Series 2007-CD4 Class A3, 5.293% 12/11/49	1,175		1,200
Series 2006-CD2 Class A1B, 5.3084% 1/15/46 (f)	9,281		9,895
Cobalt CMBS Commercial Mortgage Trust Series 2007-C2 Class B, 5.617% 4/15/47 (f)	1,348		1,313
COMM Mortgage Trust Series 2013-LC6 Class ASB, 2.478% 1/10/46	7,820		7,679
COMM Mortgage Trust pass-thru certificates:
floater:
Series 2005-F10A Class J, 1.0045% 4/15/17 (d)(f)	57		57
Series 2006-FL12 Class AJ, 0.2845% 12/15/20 (d)(f)	419		417
sequential payer:
Series 2006-C7 Class A1A, 5.741% 6/10/46 (f)	4,966		5,415
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
COMM Mortgage Trust pass-thru certificates: - continued
sequential payer: - continued
Series 2006-C8 Class A4, 5.306% 12/10/46	$ 5,130		$ 5,590
Series 2004-LB4A Class A5, 4.84% 10/15/37	17,878		18,055
Credit Suisse Commercial Mortgage Trust sequential payer:
Series 2007-C2 Class A3, 5.542% 1/15/49 (f)	2,414		2,656
Series 2007-C3 Class A4, 5.6783% 6/15/39 (f)	475		519
Credit Suisse First Boston Mortgage Capital Certificates floater Series 2007-TF2A Class B, 0.5045% 4/15/22 (d)(f)	4,306		4,062
Credit Suisse First Boston Mortgage Securities Corp.:
Series 2001-CK6 Class AX, 1.3434% 8/15/36 (f)(h)	86		0*
Series 2001-CKN5 Class AX, 0.6562% 9/15/34 (d)(f)(h)	6		0*
Credit Suisse Mortgage Capital Certificates:
floater Series 2007-TFL1:
Class C:
0.3245% 2/15/22 (d)(f)	555		550
0.4245% 2/15/22 (d)(f)	300		296
Class F, 0.4745% 2/15/22 (d)(f)	600		588
Series 2007-C1:
Class ASP, 0.354% 2/15/40 (f)(h)	14,877		0*
Class B, 5.487% 2/15/40 (d)(f)	1,845		257
Extended Stay America Trust floater Series 2013-ESFL:
Class A1FL, 0.9571% 12/5/31 (d)(f)	3,180		3,179
Class A2FL, 0.8571% 12/5/31 (d)(f)	4,180		4,162
GE Capital Commercial Mortgage Corp.:
sequential payer Series 2007-C1 Class A4, 5.543% 12/10/49	6,367		6,980
Series 2001-1 Class X1, 1.7244% 5/15/33 (d)(f)(h)	246		5
Series 2006-C1 Class A1A, 5.2808% 3/10/44 (f)	3,307		3,552
Series 2007-C1 Class XP, 0.1602% 12/10/49 (f)(h)	14,109		5
Greenwich Capital Commercial Funding Corp.:
floater Series 2006-FL4 Class B, 0.3471% 11/5/21 (d)(f)	454		451
sequential payer Series 2007-GG9 Class A4, 5.444% 3/10/39	7,125		7,854
Series 2007-GG11 Class A1, 0.2936% 12/10/49 (d)(f)(h)	17,900		35
GS Mortgage Securities Corp. II Series 2006-GG6 Class A1A, 5.556% 4/10/38 (f)	2,982		3,197
GS Mortgage Securities Corp. Trust Series 2013- C, 2.974% 1/10/30 (d)	1,030		1,027
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
GS Mortgage Securities Trust:
sequential payer Series 2006-GG8 Class A1A, 5.547% 11/10/39	$ 2,149		$ 2,351
Series 2011-GC5 Class A1, 1.468% 8/10/44 (f)	1,928		1,940
Series 2012-GC6 Class A1, 1.282% 1/10/45	892		897
Hilton U.S.A. Trust Series 2013-HLT:
Class CFX, 3.7141% 11/5/30 (d)	750		762
Class DFX, 4.4065% 11/5/30 (d)	5,307		5,419
JPMorgan Chase Commercial Mortgage Securities Trust:
floater Series 2006-FL2A:
Class B, 0.3245% 11/15/18 (d)(f)	597		585
Class C, 0.3645% 11/15/18 (d)(f)	424		413
Class D, 0.3845% 11/15/18 (d)(f)	124		118
Class E, 0.4345% 11/15/18 (d)(f)	134		128
Class F, 0.4845% 11/15/18 (d)(f)	201		191
Class G, 0.5145% 11/15/18 (d)(f)	174		165
Class H, 0.6545% 11/15/18 (d)(f)	134		126
sequential payer:
Series 2006-CB17 Class A3, 5.45% 12/12/43	68		67
Series 2006-LDP8 Class A1A, 5.397% 5/15/45	2,943		3,210
Series 2007-LD11:
Class A2, 5.7984% 6/15/49 (f)	1,818		1,829
Class A4, 5.8134% 6/15/49 (f)	139		155
Series 2007-LDPX Class A3, 5.42% 1/15/49	3,322		3,673
Series 2006-LDP7 Class A1A, 5.8726% 4/15/45 (f)	7,012		7,681
Series 2007-CB19:
Class B, 5.7093% 2/12/49 (f)	103		33
Class C, 5.7093% 2/12/49 (f)	270		57
Class D, 5.7093% 2/12/49 (f)	284		53
Series 2007-LDP10 Class ES, 5.7261% 1/15/49 (d)(f)	624		30
LB-UBS Commercial Mortgage Trust:
sequential payer:
Series 2005-C1 Class A1A, 4.581% 2/15/30	4,324		4,434
Series 2006-C7 Class A2, 5.3% 11/15/38	623		646
Series 2007-C1 Class A4, 5.424% 2/15/40	156		172
Series 2007-C2 Class A3, 5.43% 2/15/40	481		532
Series 2007-C7 Class XCP, 0.2771% 9/15/45 (f)(h)	70,399		173
Lehman Brothers Floating Rate Commercial Mortgage Trust floater Series 2006-LLFA Class H, 0.5545% 9/15/21 (d)(f)	120		119
Merrill Lynch Mortgage Trust:
Series 2005-CKI1 Class A1A, 5.2825% 11/12/37 (f)	1,613		1,709
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Merrill Lynch Mortgage Trust: - continued
Series 2005-LC1 Class F, 5.4207% 1/12/44 (d)(f)	$ 1,050		$ 943
Series 2006-C2 Class A1A, 5.739% 8/12/43 (f)	5,085		5,570
Merrill Lynch-CFC Commercial Mortgage Trust:
floater Series 2006-4 Class A2FL, 0.2748% 12/12/49 (f)	60		60
sequential payer:
Series 2006-4 Class ASB, 5.133% 12/12/49 (f)	519		533
Series 2007-5 Class A4, 5.378% 8/12/48	48		52
Series 2007-9 Class A4, 5.7% 9/12/49	315		354
Series 2006-4 Class XP, 0.618% 12/12/49 (f)(h)	15,718		84
Series 2007-6 Class B, 5.635% 3/12/51 (f)	1,207		289
Series 2007-7 Class B, 5.7439% 6/12/50 (f)	105		4
Morgan Stanley Capital I Trust:
floater:
Series 2006-XLF Class C, 1.355% 7/15/19 (d)(f)	161		121
Series 2007-XLFA:
Class A2, 0.255% 10/15/20 (d)(f)	1,384		1,375
Class C, 0.315% 10/15/20 (d)(f)	693		673
Class D, 0.345% 10/15/20 (d)(f)	300		290
Class E, 0.405% 10/15/20 (d)(f)	376		361
Class F, 0.455% 10/15/20 (d)(f)	225		214
Class G, 0.495% 10/15/20 (d)(f)	279		267
Class H, 0.585% 10/15/20 (d)(f)	176		162
Class J, 0.735% 10/15/20 (d)(f)	101		44
Series 2006-HQ9 Class A4, 5.731% 7/12/44 (f)	3,479		3,789
Series 2006-IQ11 Class A1A, 5.6548% 10/15/42 (f)	6,166		6,680
Series 2006-T23 Class A3, 5.8071% 8/12/41 (f)	616		623
Providence Place Group Ltd. Partnership sequential payer Series 2000-C1 Class A1, 7.75% 7/20/16 (d)	463		496
Salomon Brothers Mortgage Securities VII, Inc. Series 2006-C2 Class H, 6.308% 7/18/33 (d)	170		66
SCG Trust Series 2013-SRP1 Class A, 1.56% 11/15/26 (d)(f)	3,591		3,595
UBS Commercial Mortgage Trust Series 2012-C1 Class A2, 2.18% 5/10/45	3,460		3,533
Wachovia Bank Commercial Mortgage Trust:
floater:
Series 2006-WL7A:
Class F, 0.4945% 9/15/21 (d)(f)	645		641
Class G, 0.5145% 9/15/21 (d)(f)	801		785
Class J, 0.7545% 9/15/21 (d)(f)	178		156
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Wachovia Bank Commercial Mortgage Trust: - continued
floater: - continued
Series 2007-WHL8:
Class F, 0.6345% 6/15/20 (d)(f)	$ 2,422		$ 2,210
Class LXR1, 0.8545% 6/15/20 (d)(f)	148		140
sequential payer:
Series 2006-C29 Class A1A, 5.297% 11/15/48	2,829		3,097
Series 2007-C30 Class A5, 5.342% 12/15/43	1,291		1,423
Series 2007-C32 Class A3, 5.7499% 6/15/49 (f)	2,049		2,276
Series 2007-C33 Class A5, 5.9216% 2/15/51 (f)	799		901
Series 2005-C22 Class F, 5.3811% 12/15/44 (d)(f)	2,013		483
Series 2006-C23 Class A1A, 5.422% 1/15/45 (f)	6,089		6,534
Series 2006-C24 Class A1A, 5.557% 3/15/45 (f)	3,620		3,907
Series 2006-C26 Class A1A, 6.009% 6/15/45 (f)	3,880		4,249
Series 2006-C27 Class A1A, 5.749% 7/15/45 (f)	3,103		3,393
Series 2007-C30 Class XP, 0.4783% 12/15/43 (d)(f)(h)	9,182		2
Series 2007-C31 Class C, 5.672% 4/15/47 (f)	332		275
Series 2007-C31A Class A2, 5.421% 4/15/47	2,145		2,146
WF-RBS Commercial Mortgage Trust Series 2013-C11 Class ASB, 2.63% 3/15/45	8,690		8,593
TOTAL COMMERCIAL MORTGAGE SECURITIES (Cost $241,131)		254,546
Municipal Securities - 0.4%

Illinois Gen. Oblig. Series 2011, 5.877% 3/1/19 (Cost $11,980)	10,620		11,916
Foreign Government and Government Agency Obligations - 1.3%

Banco Nacional de Desenvolvimento Economico e Social 5.75% 9/26/23 (d)	3,268		3,329
Brazilian Federative Republic 4.875% 1/22/21	3,820		4,091
New Brunswick Province 2.75% 6/15/18	8,700		9,095
Ontario Province 1% 7/22/16	21,735		21,916
Russian Federation 3.5% 1/16/19 (d)	4,600		4,669
TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $42,380)		43,100

Fixed-Income Funds - 1.2%
	Shares		Value (000s)
Fidelity Specialized High Income Central Fund (g) (Cost $36,869)	369,511		$ 39,756
Money Market Funds - 1.9%

Fidelity Cash Central Fund, 0.10% (a) (Cost $63,891)	63,891,112		63,891
TOTAL INVESTMENT PORTFOLIO - 100.5% (Cost $3,238,249)			3,355,959
NET OTHER ASSETS (LIABILITIES) - (0.5)%			(16,696)
NET ASSETS - 100%		$ 3,339,263

Swaps

Credit Default Swaps
Underlying Reference	Rating (1)	Expiration Date	Clearinghouse/ Counterparty	Fixed Payment Received/ (Paid)	Notional Amount (2) (000s)	Value (1) (000s)	Upfront Premium Received/ (Paid) (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Sell Protection
Morgan Stanley ABS Capital I Inc Series 2004-NC8 Class B3	C	Oct. 2034	Merrill Lynch, Inc.	4.60%	$ 389	$ (289)	$ 0	$ (289)

(1) Ratings are presented for credit default swaps in which the Fund has sold protection on the underlying referenced debt. Ratings for an underlying index represent a weighted average of the ratings of all securities included in the index. The credit rating or value can be measures of the current payment/performance risk. Ratings 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.

(2) The notional amount of each credit default swap where the Fund has sold protection approximates the maximum potential amount of future payments that the Fund could be required to make if a credit event were to occur.

Legend

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

(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 $279,089,000 or 8.4% of net assets.

(e) Security or a portion of the security has been segregated as collateral for open bi-lateral over-the-counter (OTC) swaps. At period end, the value of securities pledged amounted to $739,000.

(f) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

(g) Affiliated fund that is generally 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 website 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 website or upon request.

(h) 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 as of the end of the period.

* Amount represents less than $1,000.

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 (Amounts in thousands)
Fidelity Cash Central Fund	$ 15
Fidelity Specialized High Income Central Fund	1,046
Total	$ 1,061

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 Specialized High Income Central Fund	$ 37,273	$ 1,046	$ -	$ 39,756	9.6%

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Corporate Bonds	$ 1,629,590	$ -	$ 1,629,590	$ -
U.S. Government and Government Agency Obligations	988,687	-	988,687	-
U.S. Government Agency - Mortgage Securities	92,904	-	92,904	-
Asset-Backed Securities	124,603	-	123,032	1,571
Collateralized Mortgage Obligations	106,966	-	106,531	435
Commercial Mortgage Securities	254,546	-	254,359	187
Municipal Securities	11,916	-	11,916	-
Foreign Government and Government Agency Obligations	43,100	-	43,100	-
Fixed-Income Funds	39,756	39,756	-	-
Money Market Funds	63,891	63,891	-	-
Total Investments in Securities:	$ 3,355,959	$ 103,647	$ 3,250,119	$ 2,193
Derivative Instruments:
Liabilities
Swaps	$ (289)	$ -	$ (289)	$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of February 28, 2014. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type	Value
(Amounts in thousands)	Asset	Liability
Credit Risk
Swaps (a)	$ -	$ (289)
Total Value of Derivatives	$ -	$ (289)

(a) For bi-lateral OTC swaps, reflects gross value which is presented in the Statement of Assets and Liabilities in the bi-lateral OTC swaps, at value line-items.

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

United States of America	88.2%
United Kingdom	3.1%
Canada	2.5%
Netherlands	1.0%
Others (Individually Less Than 1%)	5.2%
	100.0%

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

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)	February 28, 2014

Assets
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $3,137,489)	$ 3,252,312
Fidelity Central Funds (cost $100,760)	103,647
Total Investments (cost $3,238,249)		$ 3,355,959
Receivable for investments sold		28,339
Receivable for swaps		1
Receivable for fund shares sold		4,323
Interest receivable		19,469
Distributions receivable from Fidelity Central Funds		4
Receivable from investment adviser for expense reductions		2
Other receivables		141
Total assets		3,408,238

Liabilities
Payable for investments purchased	$ 62,667
Payable for fund shares redeemed	4,376
Distributions payable	224
Bi-lateral OTC swaps, at value	289
Accrued management fee	862
Other affiliated payables	386
Other payables and accrued expenses	171
Total liabilities		68,975

Net Assets		$ 3,339,263
Net Assets consist of:
Paid in capital		$ 3,294,653
Undistributed net investment income		18,727
Accumulated undistributed net realized gain (loss) on investments		(91,538)
Net unrealized appreciation (depreciation) on investments		117,421
Net Assets, for 304,847 shares outstanding		$ 3,339,263
Net Asset Value, offering price and redemption price per share ($3,339,263 ÷ 304,847 shares)		$ 10.95

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

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended February 28, 2014

Investment Income
Interest		$ 51,716
Income from Fidelity Central Funds		1,061
Total income		52,777

Expenses
Management fee	$ 5,261
Transfer agent fees	1,686
Fund wide operations fee	623
Independent trustees' compensation	7
Miscellaneous	4
Total expenses before reductions	7,581
Expense reductions	(21)	7,560
Net investment income (loss)		45,217
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	9,132
Swaps	9
Total net realized gain (loss)		9,141
Change in net unrealized appreciation (depreciation) on: Investment securities	35,155
Swaps	(22)
Total change in net unrealized appreciation (depreciation)		35,133
Net gain (loss)		44,274
Net increase (decrease) in net assets resulting from operations		$ 89,491

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended February 28, 2014	Year ended August 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 45,217	$ 95,090
Net realized gain (loss)	9,141	10,185
Change in net unrealized appreciation (depreciation)	35,133	(137,119)
Net increase (decrease) in net assets resulting from operations	89,491	(31,844)
Distributions to shareholders from net investment income	(39,146)	(85,641)
Share transactions Proceeds from sales of shares	292,156	620,064
Reinvestment of distributions	37,667	82,226
Cost of shares redeemed	(535,419)	(1,199,722)
Net increase (decrease) in net assets resulting from share transactions	(205,596)	(497,432)
Total increase (decrease) in net assets	(155,251)	(614,917)

Net Assets
Beginning of period	3,494,514	4,109,431
End of period (including undistributed net investment income of $18,727 and undistributed net investment income of $12,656, respectively)	$ 3,339,263	$ 3,494,514
Other Information Shares
Sold	26,838	55,959
Issued in reinvestment of distributions	3,455	7,433
Redeemed	(49,278)	(108,626)
Net increase (decrease)	(18,985)	(45,234)

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

Semiannual Report

Financial Highlights

	Six months ended February 28,	Years ended August 31,
	2014	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 10.79	$ 11.13	$ 10.89	$ 10.74	$ 10.02	$ 9.85
Income from Investment Operations
Net investment income (loss)^D	.146	.269	.312	.352	.422	.449
Net realized and unrealized gain (loss)	.140	(.367)	.212	.134	.715	.205
Total from investment operations	.286	(.098)	.524	.486	1.137	.654
Distributions from net investment income	(.126)	(.242)	(.284)	(.324)	(.397)	(.454)
Distributions from net realized gain	-	-	-	(.012)	(.020)	(.030)
Total distributions	(.126)	(.242)	(.284)	(.336)	(.417)	(.484)
Net asset value, end of period	$ 10.95	$ 10.79	$ 11.13	$ 10.89	$ 10.74	$ 10.02
Total Return^{B, C}	2.66%	(.91)%	4.88%	4.63%	11.59%	7.13%
Ratios to Average Net Assets^{E, G}
Expenses before reductions	.45%^A	.45%	.45%	.45%	.45%	.45%
Expenses net of fee waivers, if any	.45%^A	.45%	.45%	.45%	.45%	.45%
Expenses net of all reductions	.45%^A	.45%	.45%	.45%	.45%	.45%
Net investment income (loss)	2.70%^A	2.43%	2.85%	3.30%	4.08%	4.80%
Supplemental Data
Net assets, end of period (in millions)	$ 3,339	$ 3,495	$ 4,109	$ 4,341	$ 4,831	$ 4,180
Portfolio turnover rate^F	115%^A	118%	115%	102%^H	115%^H	66%^H

^A Annualized

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

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

^D Calculated based on average shares outstanding during the period.

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

^G 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.

^H 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.

Semiannual Report

Notes to Financial Statements

For the period ended February 28, 2014

(Amounts in thousands except percentages)

1. Organization.

Fidelity® Intermediate Bond Fund (the Fund) is a fund of Fidelity Salem Street Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust.

2. Investments in Fidelity Central Funds.

Fidelity Central Fund

Investment Manager

Investment Objective

Investment Practices

Expense
Ratio*

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

Less than 0.01%

* Expenses expressed as a percentage of average net assets and are as of each underlying Central Fund's most recent annual or semi-annual shareholder report.

Semiannual Report

2. Investments in Fidelity Central Funds - continued

available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds which contain the significant accounting policies (including investment 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 website or upon request.

3. Significant Accounting Policies.

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)

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 third party pricing vendors or from brokers who make markets in such securities. Corporate bonds, foreign government and government agency obligations, municipal securities and U.S. government and government agency obligations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. Asset backed securities, collateralized mortgage obligations, commercial mortgage securities and U.S. government agency mortgage securities are valued by pricing vendors who utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. Swaps are marked-to-market daily based on valuations from third party pricing vendors, registered derivatives clearing organizations (clearinghouses) or broker-supplied valuations. These pricing sources may utilize inputs such as interest rate curves, credit spread curves, default possibilities and recovery rates. When independent prices are unavailable or unreliable, debt securities and swaps may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities and swaps 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 (NAV) each business day and are categorized as Level 1 in the hierarchy.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. 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.

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

Book-tax differences are primarily due to swaps, 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.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 106,170
Gross unrealized depreciation	(22,301)
Net unrealized appreciation (depreciation) on securities and other investments	$ 83,869

Tax cost	$ 3,272,090

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of prior fiscal period end and is subject to adjustment.

Fiscal year of expiration
2018	$ (26,239)

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including swaps. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

Semiannual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

The Fund used 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 increased or decreased its exposure to the following risk:

Credit Risk

Credit risk relates to the ability of the issuer of a financial instrument to make further principal or interest payments on an obligation or commitment that it has to the Fund.

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 close out 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 OTC derivatives such as bi-lateral swaps, the Fund attempts to reduce its exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association, Inc. (ISDA) Master Agreement with each of its counterparties. The ISDA Master Agreement gives the Fund the right to terminate all transactions traded under such agreement upon the deterioration in the credit quality of the counterparty beyond specified levels. The ISDA Master Agreement gives each party the right, upon an event of default by the other party 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 on bi-lateral OTC derivatives, the Fund receives collateral in the form of cash or securities once the Fund's net unrealized appreciation on outstanding derivative contracts under an ISDA Master Agreement exceeds certain applicable thresholds, subject to certain minimum transfer provisions. The collateral received is held in segregated accounts with the Fund's custodian bank in accordance with the collateral agreements entered into between the Fund, the counterparty and the Fund's custodian bank. 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 related to bi-lateral OTC derivatives is generally the aggregate unrealized appreciation and unpaid counterparty payments in excess of any collateral pledged by the counterparty to the Fund. The Fund may be required to pledge collateral for the benefit of the counterparties on bi-lateral OTC derivatives in an amount not less than each counterparty's unrealized appreciation on outstanding derivative contracts, subject to certain minimum transfer provisions, and any such pledged collateral is identified in the Schedule of Investments.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

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 as presented in the Statement of Operations.

Primary Risk Exposure / Derivative Type	Net Realized Gain (Loss)	Change in Net Unrealized Appreciation (Depreciation)
Credit Risk
Swaps	$ 9	$ (22)
Totals (a)	$ 9	$ (22)

(a) A summary of the value of derivatives by primary risk exposure as of period end is included at the end of the Schedule of Investments.

Swaps. A swap is a contract between two parties to exchange future cash flows at periodic intervals based on a notional principal amount. A bi-lateral OTC swap is a transaction between a fund and a dealer counterparty where cash flows are exchanged between the two parties for the life of the swap.

Bi-lateral OTC swaps are marked-to-market daily and changes in value are reflected in the Statement of Assets and Liabilities in the bi-lateral OTC swaps at value line items. Any upfront premiums paid or received upon entering a bi-lateral OTC swap to compensate for differences between stated terms of the swap and prevailing market conditions (e.g. credit spreads, interest rates or other factors) are recorded in net unrealized appreciation (depreciation) in the Statement of Assets and Liabilities and amortized to realized gain or (loss) ratably over the term of the swap. Any unamortized upfront premiums are presented in the Schedule of Investments.

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.

Any open swaps at period end are included in the Schedule of Investments under the caption "Swaps" and are representative of volume of activity during the period.

Semiannual Report

4. Derivative Instruments - continued

Credit Default Swaps. Credit default swaps enable the Fund to buy or sell protection against specified credit events on a single-name issuer or a traded credit index. 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 will be required to make a payment upon the occurrence of one or more specified credit events. The Fund enters into credit default swaps as a seller to gain credit exposure to an issuer and/or as a buyer to obtain a measure of protection against defaults of an issuer. Periodic payments are made over the life of the contract by the buyer provided that no credit event occurs.

For credit default swaps on most corporate and sovereign issuers, credit events include bankruptcy, failure to pay 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. For credit default swaps on a traded credit index, a specified credit event may affect all or individual underlying securities included in the index.

As a seller, if an underlying credit event occurs, the Fund will 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. Only in the event of the industry's inability to value the underlying asset will the Fund be required to take delivery of the reference obligation or underlying securities comprising an index and pay an amount equal to the notional amount of the swap.

As a buyer, if an underlying credit event occurs, the Fund will 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. Only in the event of the industry's inability to value the underlying asset will the Fund be required to deliver the reference obligation or underlying securities comprising an index in exchange for payment of an amount equal to the notional amount of the swap.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Credit Default Swaps - continued

payment/performance risk may decrease or increase, respectively. In addition to these measures, the investment adviser 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.

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 $379,634 and $537,901, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) 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 an annualized group fee rate that averaged .11% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annualized management fee rate was .31% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, 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.

Fund Wide Operations Fee. Pursuant to the Fund Wide Operations and Expense Agreement (FWOE), the investment adviser 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 annualized rate of .04% of average net assets.

Semiannual Report

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 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 $3 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, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is maintained at the Fund's custodian and/or 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 rebates paid to borrowers plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of interest income. Total security lending income during the period amounted to $10.

9. Expense Reductions.

The investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $21.

10. Other.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

11. 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.

Semiannual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Salem Street 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 Salem Street Trust, including the schedule of investments, as of February 28, 2014, and the related statement of operations for the six months then ended, the statements of changes in net assets for the six months ended February 28, 2014 and for the year ended August 31, 2013, and the financial highlights for the six months ended February 28, 2014 and for each of the five years in the period ended August 31, 2013. 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 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 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 February 28, 2014, 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 February 28, 2014, the results of its operations for the six months then ended, the changes in its net assets for the six months ended February 28, 2014 and for the year ended August 31, 2013, and the financial highlights for the six months ended February 28, 2014 and for each of the five years in the period ended August 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

April 17, 2014

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Intermediate Bond Fund

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on gross performance (before fees and expenses but after transaction costs) compared to appropriate benchmark indices over appropriate time periods that may include full market cycles, and on net performance (after fees and expenses) compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; expectations for interest rate levels and credit conditions; issuer-specific information including credit quality; tactical opportunities for investment; the potential for incremental return versus the fund's benchmark index weighed against the risks involved in obtaining that incremental return, including the risk of diminished or negative total returns; and fund cash flows and other factors. Depending on the circumstances, the Independent Trustees may be satisfied with a fund's performance notwithstanding that it lags its benchmark index or peer group for certain periods.

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 50% would mean that half of the funds in the Total Mapped Group had higher, and half had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board.

Semiannual Report

Fidelity Intermediate Bond Fund

ibf2263577

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2012.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

The Board noted that the fund's total expense ratio ranked below its competitive median for 2012.

The Board considered that the current contractual arrangements for the fund have the effect of setting the total "fund-level" expenses (including, among certain other "fund-level" expenses, the management fee) at 0.35%.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board noted, however, that because the current contractual arrangements set the fund's total "fund-level" expenses at 0.35%, increases or decreases in the management fee due to changes in the group fee rate will not impact the total expense ratio.

Amendment to Description of Group Fee Rate. At its September 2013 meeting, the Board voted to approve an amendment to the fund's management contract to modify the description of the "group fee rate." The Board noted that under the prior description in the contract, the group fee rate was based on the average net assets of all registered investment companies with which FMR has management contracts. Under the contract's tiered asset breakpoint schedule, the group fee rate is lower as total fund assets under FMR's management increase, and higher as total fund assets under FMR's management decrease. The Board considered that the prior description would have excluded the assets of 64 Fidelity sector funds from the group fee rate calculation once Fidelity SelectCo, LLC, an affiliate of FMR, assumed management responsibilities for those funds. The Board noted that modifying the description of the group fee rate to continue to include the assets of those 64 funds for purposes of determining group fee rate breakpoints would avoid an immediate adverse impact on the group fee rate for any fund.

Semiannual Report

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the fund's total expense ratio was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Semiannual Report

Investment Adviser

Fidelity Management & Research
Company
Boston, MA

Investment Sub-Advisers

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

Smithfield, RI

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

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®) ibf2263579
1-800-544-5555

Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

IBF-USAN-0414
1.784857.110

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Investment Grade Bond

Fund - Institutional Class

Semiannual Report

February 28, 2014

(Fidelity Cover Art)

Institutional Class is a
class of Fidelity® Investment
Grade Bond Fund

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit 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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (September 1, 2013 to February 28, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value September 1, 2013	Ending Account Value February 28, 2014	Expenses Paid During Period* September 1, 2013 to February 28, 2014
Class A	.78%
Actual		$ 1,000.00	$ 1,034.20	$ 3.93
Hypothetical^A		$ 1,000.00	$ 1,020.93	$ 3.91
Class T	.79%
Actual		$ 1,000.00	$ 1,035.40	$ 3.99
Hypothetical^A		$ 1,000.00	$ 1,020.88	$ 3.96
Class B	1.51%
Actual		$ 1,000.00	$ 1,030.40	$ 7.60
Hypothetical^A		$ 1,000.00	$ 1,017.31	$ 7.55
Class C	1.53%
Actual		$ 1,000.00	$ 1,031.60	$ 7.71
Hypothetical^A		$ 1,000.00	$ 1,017.21	$ 7.65
Investment Grade Bond	.45%
Actual		$ 1,000.00	$ 1,035.80	$ 2.27
Hypothetical^A		$ 1,000.00	$ 1,022.56	$ 2.26
Institutional Class	.51%
Actual		$ 1,000.00	$ 1,036.80	$ 2.58
Hypothetical^A		$ 1,000.00	$ 1,022.27	$ 2.56

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

Semiannual 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 the investments of Fidelity's fixed-income central funds.

Quality Diversification (% of fund's net assets)
As of February 28, 2014		As of August 31, 2013
	U.S. Government and U.S. Government Agency Obligations 49.2%		U.S. Government and U.S. Government Agency Obligations 47.4%
	AAA 1.9%		AAA 1.3%
	AA 3.7%		AA 5.7%
	A 10.0%		A 11.3%
	BBB 25.8%		BBB 20.0%
	BB and Below 7.2%		BB and Below 6.6%
	Not Rated 0.4%		Not Rated 0.1%
	Short-Term Investments and Net Other Assets 1.8%		Short-Term Investments and Net Other Assets 7.6%

aig1031715

Weighted Average Maturity as of February 28, 2014
		6 months ago
Years	7.0	6.7

Duration as of February 28, 2014
		6 months ago
Years	5.4	5.3

Asset Allocation (% of fund's net assets)
As of February 28, 2014*		As of August 31, 2013**
	Corporate Bonds 36.5%		Corporate Bonds 32.3%
	U.S. Government and U.S. Government Agency Obligations 49.2%		U.S. Government and U.S. Government Agency Obligations 47.4%
	Asset-Backed Securities 0.3%		Asset-Backed Securities 0.3%
	CMOs and Other Mortgage Related Securities 9.0%		CMOs and Other Mortgage Related Securities 10.7%
	Municipal Bonds 1.9%		Municipal Bonds 1.6%
	Other Investments 1.3%		Other Investments 0.1%
	Short-Term Investments and Net Other Assets (Liabilities) 1.8%		Short-Term Investments and Net Other Assets (Liabilities) 7.6%

aig1031733

* Foreign investments		8.2%		** Foreign investments		4.9%
* Futures and Swaps		0.1%		** Futures and Swaps		2.5%

A 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.

Percentages in the above tables are adjusted for the effect of TBA Sale Commitments.

Semiannual Report

Investments February 28, 2014 (Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 31.8%
	Principal Amount (000s)		Value (000s)
CONSUMER DISCRETIONARY - 2.7%
Auto Components - 0.0%
TRW Automotive, Inc. 4.5% 3/1/21 (e)	$ 397		$ 411
Diversified Consumer Services - 0.2%
Ingersoll-Rand Global Holding Co. Ltd.:
2.875% 1/15/19 (e)	633		638
4.25% 6/15/23 (e)	4,447		4,565
5.75% 6/15/43 (e)	3,201		3,523
			8,726
Media - 2.5%
Comcast Corp.:
5.15% 3/1/20	5,596		6,393
5.7% 5/15/18	6,385		7,387
6.5% 1/15/17	4,125		4,755
COX Communications, Inc. 3.25% 12/15/22 (e)	2,605		2,451
DIRECTV Holdings LLC/DIRECTV Financing, Inc. 5.875% 10/1/19	6,291		7,216
Discovery Communications LLC:
3.25% 4/1/23	954		914
4.875% 4/1/43	2,236		2,168
News America Holdings, Inc. 7.75% 12/1/45	4,525		6,223
News America, Inc. 6.15% 2/15/41	13,033		15,121
Time Warner Cable, Inc.:
4% 9/1/21	27,833		28,920
4.5% 9/15/42	6,211		5,658
5.5% 9/1/41	2,866		2,972
5.85% 5/1/17	1,845		2,087
5.875% 11/15/40	2,631		2,840
6.75% 7/1/18	5,587		6,586
8.25% 4/1/19	8,226		10,359
Time Warner, Inc.:
4.9% 6/15/42	15,000		14,696
6.2% 3/15/40	5,000		5,728
Viacom, Inc.:
2.5% 9/1/18	800		817
4.25% 9/1/23	13,340		13,778
			147,069
TOTAL CONSUMER DISCRETIONARY			156,206
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
CONSUMER STAPLES - 1.6%
Beverages - 0.2%
Heineken NV:
1.4% 10/1/17 (e)	$ 2,654		$ 2,648
2.75% 4/1/23 (e)	2,773		2,585
SABMiller Holdings, Inc. 3.75% 1/15/22 (e)	3,930		4,031
			9,264
Food & Staples Retailing - 0.1%
CVS Caremark Corp. 4% 12/5/23	4,515		4,632
Walgreen Co. 1.8% 9/15/17	2,197		2,225
			6,857
Food Products - 0.1%
ConAgra Foods, Inc.:
1.9% 1/25/18	2,478		2,474
3.2% 1/25/23	2,882		2,741
			5,215
Tobacco - 1.2%
Altria Group, Inc.:
2.85% 8/9/22	3,603		3,379
4% 1/31/24	3,444		3,445
4.25% 8/9/42	3,603		3,178
4.75% 5/5/21	6,000		6,553
5.375% 1/31/44	5,897		6,157
9.25% 8/6/19	1,776		2,364
9.7% 11/10/18	2,882		3,832
Reynolds American, Inc.:
3.25% 11/1/22	14,892		14,160
4.75% 11/1/42	4,468		4,198
6.15% 9/15/43	2,440		2,754
6.75% 6/15/17	7,156		8,284
7.25% 6/15/37	9,654		11,878
			70,182
TOTAL CONSUMER STAPLES			91,518
ENERGY - 4.0%
Energy Equipment & Services - 0.6%
DCP Midstream LLC:
4.75% 9/30/21 (e)	4,849		4,987
5.35% 3/15/20 (e)	4,973		5,379
5.85% 5/21/43 (e)(j)	9,697		9,091
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
ENERGY - continued
Energy Equipment & Services - continued
El Paso Pipeline Partners Operating Co. LLC:
4.1% 11/15/15	$ 6,122		$ 6,424
5% 10/1/21	3,162		3,364
Transocean, Inc. 5.05% 12/15/16	3,231		3,543
			32,788
Oil, Gas & Consumable Fuels - 3.4%
DCP Midstream Operating LP:
2.5% 12/1/17	3,219		3,301
3.875% 3/15/23	6,006		5,823
Enbridge Energy Partners LP 4.2% 9/15/21	5,694		5,908
Marathon Petroleum Corp. 5.125% 3/1/21	3,437		3,845
Nakilat, Inc. 6.067% 12/31/33 (e)	2,634		2,828
Petro-Canada 6.05% 5/15/18	1,963		2,280
Petrobras Global Finance BV:
4.375% 5/20/23	30,470		27,626
5.625% 5/20/43	6,485		5,475
Petrobras International Finance Co. Ltd.:
3.875% 1/27/16	5,695		5,852
5.375% 1/27/21	9,321		9,344
5.75% 1/20/20	6,005		6,250
Petroleos Mexicanos:
3.5% 1/30/23	14,295		13,366
4.875% 1/24/22	4,590		4,797
4.875% 1/18/24	9,942		10,220
4.875% 1/18/24 (e)	4,376		4,480
5.5% 6/27/44	38,697		36,590
6.5% 6/2/41	19,664		21,205
Phillips 66 Co.:
4.3% 4/1/22	4,638		4,895
5.875% 5/1/42	1,602		1,838
Plains All American Pipeline LP/PAA Finance Corp. 3.65% 6/1/22	777		785
Spectra Energy Capital, LLC 3.3% 3/15/23	6,000		5,448
Spectra Energy Partners, LP:
2.95% 6/15/16	2,003		2,087
2.95% 9/25/18	1,066		1,098
4.6% 6/15/21	1,124		1,210
Western Gas Partners LP 5.375% 6/1/21	6,237		6,734
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Williams Partners LP:
4.125% 11/15/20	$ 1,029		$ 1,077
4.3% 3/4/24	4,326		4,335
			198,697
TOTAL ENERGY			231,485
FINANCIALS - 14.7%
Capital Markets - 2.5%
Affiliated Managers Group, Inc. 4.25% 2/15/24	2,258		2,277
Goldman Sachs Group, Inc.:
1.748% 9/15/17	17,322		17,322
2.625% 1/31/19	13,825		13,904
2.9% 7/19/18	9,276		9,533
5.25% 7/27/21	5,652		6,297
5.75% 1/24/22	7,392		8,445
5.95% 1/18/18	4,817		5,503
6.75% 10/1/37	15,413		17,795
Lazard Group LLC:
4.25% 11/14/20	2,996		3,153
6.85% 6/15/17	2,464		2,816
Morgan Stanley:
2.125% 4/25/18	9,946		10,003
3.75% 2/25/23	8,227		8,218
4.875% 11/1/22	14,515		15,322
5% 11/24/25	1,504		1,563
5.75% 1/25/21	7,597		8,733
6.625% 4/1/18	7,981		9,390
7.3% 5/13/19	4,777		5,857
			146,131
Commercial Banks - 2.5%
Bank of America NA 5.3% 3/15/17	3,698		4,098
Credit Suisse AG 6% 2/15/18	8,864		10,261
Discover Bank:
4.2% 8/8/23	4,147		4,256
7% 4/15/20	6,703		7,967
8.7% 11/18/19	1,409		1,776
Fifth Third Bancorp:
4.5% 6/1/18	2,054		2,242
8.25% 3/1/38	2,385		3,353
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
FINANCIALS - continued
Commercial Banks - continued
HBOS PLC 6.75% 5/21/18 (e)	$ 3,056		$ 3,481
Huntington Bancshares, Inc. 7% 12/15/20	1,597		1,920
KeyBank NA 6.95% 2/1/28	1,344		1,654
Marshall & Ilsley Bank 5% 1/17/17	6,983		7,589
Regions Bank:
6.45% 6/26/37	9,230		10,216
7.5% 5/15/18	15,488		18,441
Regions Financial Corp.:
2% 5/15/18	6,934		6,829
5.75% 6/15/15	1,094		1,156
7.75% 11/10/14	4,705		4,934
Royal Bank of Scotland Group PLC:
6% 12/19/23	19,708		20,293
6.1% 6/10/23	8,465		8,789
6.125% 12/15/22	13,328		13,991
SunTrust Bank 2.75% 5/1/23	9,271		8,769
Wells Fargo & Co. 4.48% 1/16/24	4,327		4,529
			146,544
Consumer Finance - 0.6%
Discover Financial Services:
3.85% 11/21/22	4,866		4,800
5.2% 4/27/22	4,096		4,413
Ford Motor Credit Co. LLC 1.7% 5/9/16	9,051		9,177
General Electric Capital Corp. 1% 12/11/15	5,560		5,611
Hyundai Capital America:
1.625% 10/2/15 (e)	1,673		1,690
1.875% 8/9/16 (e)	1,594		1,618
2.125% 10/2/17 (e)	1,850		1,870
2.875% 8/9/18 (e)	2,827		2,896
			32,075
Diversified Financial Services - 3.2%
Bank of America Corp.:
3.3% 1/11/23	26,509		25,803
3.875% 3/22/17	3,343		3,587
4.1% 7/24/23	6,196		6,369
5.65% 5/1/18	3,745		4,281
5.75% 12/1/17	9,833		11,216
6.5% 8/1/16	5,430		6,116
Barclays Bank PLC 2.5% 2/20/19	3,600		3,639
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
FINANCIALS - continued
Diversified Financial Services - continued
BP Capital Markets PLC 3.814% 2/10/24	$ 5,607		$ 5,671
Citigroup, Inc.:
3.953% 6/15/16	4,945		5,259
4.05% 7/30/22	2,865		2,901
4.5% 1/14/22	6,932		7,387
5.5% 9/13/25	2,420		2,610
6.125% 5/15/18	3,326		3,853
Five Corners Funding Trust 4.419% 11/15/23 (e)	5,900		6,023
ING Bank NV 5.8% 9/25/23 (e)	2,826		3,024
JPMorgan Chase & Co.:
2% 8/15/17	3,500		3,557
2.35% 1/28/19	5,247		5,269
3.2% 1/25/23	13,623		13,217
3.25% 9/23/22	25,741		25,335
4.35% 8/15/21	15,680		16,915
4.5% 1/24/22	4,927		5,329
4.95% 3/25/20	8,888		9,951
RBS Citizens Financial Group, Inc. 4.15% 9/28/22 (e)	5,760		5,737
TECO Finance, Inc.:
4% 3/15/16	1,439		1,526
5.15% 3/15/20	2,067		2,309
			186,884
Insurance - 2.0%
American International Group, Inc.:
4.875% 9/15/16	3,411		3,735
4.875% 6/1/22	1,895		2,084
5.6% 10/18/16	5,665		6,298
Aon Corp.:
3.125% 5/27/16	4,835		5,057
5% 9/30/20	2,135		2,403
Axis Capital Holdings Ltd. 5.75% 12/1/14	6,279		6,509
Great-West Life & Annuity Insurance Co. 7.153% 5/16/46 (e)(j)	10,398		10,710
Hartford Financial Services Group, Inc. 5.125% 4/15/22	5,844		6,529
Liberty Mutual Group, Inc.:
5% 6/1/21 (e)	5,273		5,634
6.7% 8/15/16 (e)	7,459		8,434
Marsh & McLennan Companies, Inc. 4.8% 7/15/21	2,941		3,210
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
FINANCIALS - continued
Insurance - continued
Massachusetts Mutual Life Insurance Co. 5.375% 12/1/41 (e)	$ 2,736		$ 2,982
MetLife, Inc.:
1.756% 12/15/17 (d)	2,220		2,251
3.048% 12/15/22	4,547		4,418
4.368% 9/15/23	5,202		5,521
Metropolitan Life Global Funding I 3% 1/10/23 (e)	4,260		4,091
Pacific Life Insurance Co. 9.25% 6/15/39 (e)	4,853		7,072
Pacific LifeCorp:
5.125% 1/30/43 (e)	8,278		8,083
6% 2/10/20 (e)	422		481
Prudential Financial, Inc.:
2.3% 8/15/18	877		886
4.5% 11/16/21	2,796		3,055
Symetra Financial Corp. 6.125% 4/1/16 (e)	4,900		5,236
Unum Group:
5.625% 9/15/20	4,155		4,630
5.75% 8/15/42	6,816		7,332
			116,641
Real Estate Investment Trusts - 2.0%
Alexandria Real Estate Equities, Inc. 4.6% 4/1/22	1,475		1,528
American Campus Communities Operating Partnership LP 3.75% 4/15/23	1,860		1,783
AvalonBay Communities, Inc.:
3.625% 10/1/20	2,721		2,817
4.2% 12/15/23	5,842		6,034
Boston Properties, Inc. 3.85% 2/1/23	5,875		5,903
Camden Property Trust:
2.95% 12/15/22	2,605		2,455
4.25% 1/15/24	4,889		5,003
Developers Diversified Realty Corp.:
4.625% 7/15/22	9,008		9,455
4.75% 4/15/18	4,483		4,880
7.5% 4/1/17	2,623		3,055
9.625% 3/15/16	5,988		6,959
Duke Realty LP:
3.625% 4/15/23	3,352		3,196
3.875% 10/15/22	9,433		9,243
4.375% 6/15/22	2,822		2,883
5.5% 3/1/16	5,038		5,459
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
FINANCIALS - continued
Real Estate Investment Trusts - continued
Duke Realty LP: - continued
5.95% 2/15/17	$ 1,536		$ 1,721
6.5% 1/15/18	5,065		5,832
Equity One, Inc.:
3.75% 11/15/22	12,000		11,529
5.375% 10/15/15	585		625
6% 9/15/17	3,423		3,837
6.25% 1/15/17	2,422		2,703
Federal Realty Investment Trust:
5.9% 4/1/20	1,389		1,620
6.2% 1/15/17	1,215		1,372
Health Care REIT, Inc.:
2.25% 3/15/18	2,776		2,798
4.7% 9/15/17	832		915
HRPT Properties Trust:
5.75% 11/1/15	2,002		2,076
6.65% 1/15/18	2,600		2,863
Retail Opportunity Investments Partnership LP 5% 12/15/23	1,073		1,113
UDR, Inc. 5.5% 4/1/14	6,383		6,405
United Dominion Realty Trust, Inc. 5.25% 1/15/15	1,736		1,803
Weingarten Realty Investors 3.375% 10/15/22	990		939
			118,804
Real Estate Management & Development - 1.9%
BioMed Realty LP:
3.85% 4/15/16	5,000		5,266
4.25% 7/15/22	2,226		2,217
6.125% 4/15/20	1,872		2,132
Brandywine Operating Partnership LP:
3.95% 2/15/23	14,620		14,291
4.95% 4/15/18	3,528		3,822
5.7% 5/1/17	2,243		2,471
7.5% 5/15/15	805		867
Digital Realty Trust LP 4.5% 7/15/15	2,667		2,770
ERP Operating LP:
4.625% 12/15/21	7,320		7,934
5.75% 6/15/17	1,259		1,430
Liberty Property LP:
3.375% 6/15/23	3,567		3,360
4.125% 6/15/22	2,421		2,452
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
FINANCIALS - continued
Real Estate Management & Development - continued
Liberty Property LP: - continued
5.5% 12/15/16	$ 3,158		$ 3,487
6.625% 10/1/17	3,709		4,286
Mack-Cali Realty LP:
2.5% 12/15/17	4,581		4,633
3.15% 5/15/23	7,757		6,973
4.5% 4/18/22	1,473		1,492
Mid-America Apartments LP:
4.3% 10/15/23	1,200		1,213
5.5% 10/1/15 (e)	5,995		6,416
6.05% 9/1/16 (e)	4,436		4,893
Post Apartment Homes LP 3.375% 12/1/22	1,090		1,032
Prime Property Funding, Inc. 5.125% 6/1/15 (e)	6,741		7,035
Reckson Operating Partnership LP 6% 3/31/16	1,224		1,334
Regency Centers LP 5.25% 8/1/15	2,315		2,448
Tanger Properties LP:
3.875% 12/1/23	2,574		2,576
6.125% 6/1/20	4,725		5,533
Ventas Realty LP/Ventas Capital Corp.:
2% 2/15/18	4,367		4,377
4% 4/30/19	2,018		2,159
			108,899
TOTAL FINANCIALS			855,978
HEALTH CARE - 1.3%
Biotechnology - 0.3%
Amgen, Inc.:
5.15% 11/15/41	9,277		9,716
5.375% 5/15/43	1,536		1,669
5.65% 6/15/42	3,922		4,388
			15,773
Health Care Providers & Services - 0.7%
Aetna, Inc.:
1.5% 11/15/17	721		719
2.75% 11/15/22	2,908		2,745
Express Scripts Holding Co.:
3.5% 11/15/16	7,074		7,504
4.75% 11/15/21	5,135		5,581
Express Scripts, Inc. 3.125% 5/15/16	4,472		4,678
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
UnitedHealth Group, Inc.:
2.75% 2/15/23	$ 865		$ 815
2.875% 3/15/23	8,722		8,313
WellPoint, Inc. 3.3% 1/15/23	9,384		9,044
			39,399
Life Sciences Tools & Services - 0.0%
Thermo Fisher Scientific, Inc. 4.15% 2/1/24	1,592		1,637
Pharmaceuticals - 0.3%
AbbVie, Inc.:
1.75% 11/6/17	6,181		6,226
2.9% 11/6/22	6,340		6,125
Watson Pharmaceuticals, Inc. 1.875% 10/1/17	1,741		1,741
Zoetis, Inc. 3.25% 2/1/23	2,627		2,535
			16,627
TOTAL HEALTH CARE			73,436
INDUSTRIALS - 0.2%
Airlines - 0.2%
Continental Airlines, Inc.:
6.545% 8/2/20	888		970
6.795% 2/2/20	156		163
U.S. Airways pass-thru trust certificates:
6.85% 1/30/18	1,647		1,762
8.36% 1/20/19	5,818		6,487
			9,382
Transportation Infrastructure - 0.0%
BNSF Funding Trust I 6.613% 12/15/55 (j)	2,984		3,294
TOTAL INDUSTRIALS			12,676
INFORMATION TECHNOLOGY - 0.1%
Electronic Equipment & Components - 0.1%
Tyco Electronics Group SA:
2.375% 12/17/18	1,194		1,189
6.55% 10/1/17	2,421		2,812
			4,001
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
MATERIALS - 1.3%
Chemicals - 0.1%
The Dow Chemical Co.:
4.125% 11/15/21	$ 4,654		$ 4,892
4.25% 11/15/20	2,512		2,690
			7,582
Metals & Mining - 1.2%
Barrick Gold Corp.:
3.85% 4/1/22	3,840		3,681
4.1% 5/1/23	45,332		43,407
Corporacion Nacional del Cobre de Chile (Codelco):
3.875% 11/3/21 (e)	5,087		5,125
4.5% 8/13/23 (e)	8,000		8,293
5.625% 10/18/43 (e)	4,160		4,244
Freeport-McMoRan Copper & Gold, Inc. 3.875% 3/15/23	3,347		3,240
			67,990
TOTAL MATERIALS			75,572
TELECOMMUNICATION SERVICES - 3.2%
Diversified Telecommunication Services - 3.0%
AT&T, Inc.:
4.35% 6/15/45	9,588		8,490
5.35% 9/1/40	3,156		3,240
5.55% 8/15/41	43,181		45,475
BellSouth Capital Funding Corp. 7.875% 2/15/30	222		274
CenturyLink, Inc.:
5.15% 6/15/17	528		566
6% 4/1/17	1,320		1,459
6.15% 9/15/19	3,260		3,505
Embarq Corp.:
7.082% 6/1/16	4,231		4,738
7.995% 6/1/36	11,427		12,181
Verizon Communications, Inc.:
6.1% 4/15/18	6,019		6,993
6.55% 9/15/43	72,080		88,261
			175,182
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - 0.2%
America Movil S.A.B. de CV:
2.375% 9/8/16	$ 6,904		$ 7,132
3.125% 7/16/22	3,499		3,308
			10,440
TOTAL TELECOMMUNICATION SERVICES			185,622
UTILITIES - 2.7%
Electric Utilities - 1.7%
American Electric Power Co., Inc.:
1.65% 12/15/17	2,834		2,834
2.95% 12/15/22	2,683		2,571
Duke Capital LLC 5.668% 8/15/14	6,310		6,454
Duke Energy Corp. 3.95% 10/15/23	897		920
Duquesne Light Holdings, Inc.:
5.9% 12/1/21 (e)	3,443		3,922
6.4% 9/15/20 (e)	9,167		10,712
Edison International 3.75% 9/15/17	3,716		3,986
FirstEnergy Corp.:
2.75% 3/15/18	5,577		5,622
4.25% 3/15/23	9,775		9,592
7.375% 11/15/31	11,243		12,947
FirstEnergy Solutions Corp. 6.05% 8/15/21	9,083		10,023
LG&E and KU Energy LLC 2.125% 11/15/15	4,231		4,313
Monongahela Power Co. 4.1% 4/15/24 (e)	2,119		2,193
Northeast Utilities:
1.45% 5/1/18	1,747		1,710
2.8% 5/1/23	7,934		7,481
Pennsylvania Electric Co. 6.05% 9/1/17	4,923		5,476
Pepco Holdings, Inc. 2.7% 10/1/15	3,942		4,037
PPL Capital Funding, Inc. 3.4% 6/1/23	3,758		3,623
			98,416
Gas Utilities - 0.1%
Southern Natural Gas Co. 5.9% 4/1/17 (e)	2,894		3,271
Southern Natural Gas Co./Southern Natural Issuing Corp. 4.4% 6/15/21	1,522		1,613
			4,884
Independent Power Producers & Energy Traders - 0.0%
PSEG Power LLC 2.75% 9/15/16	1,192		1,245
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (000s)
UTILITIES - continued
Multi-Utilities - 0.9%
Dominion Resources, Inc.:
2.5469% 9/30/66 (j)	$ 10,147		$ 9,372
7.5% 6/30/66 (j)	3,654		3,965
NiSource Finance Corp.:
4.45% 12/1/21	2,107		2,231
5.25% 2/15/43	5,352		5,419
5.4% 7/15/14	1,393		1,417
5.45% 9/15/20	1,461		1,659
5.8% 2/1/42	2,709		2,939
5.95% 6/15/41	4,935		5,463
PG&E Corp. 2.4% 3/1/19	848		850
Puget Energy, Inc. 6% 9/1/21	742		856
Sempra Energy:
2.3% 4/1/17	5,159		5,302
2.875% 10/1/22	7,893		7,511
Wisconsin Energy Corp. 6.25% 5/15/67 (j)	4,001		4,091
			51,075
TOTAL UTILITIES			155,620
TOTAL NONCONVERTIBLE BONDS (Cost $1,778,469)		1,842,114
U.S. Treasury Obligations - 24.1%

U.S. Treasury Notes:
0.625% 11/30/17 (h)	421,286		414,736
0.75% 10/31/17	20,725		20,531
0.75% 12/31/17	250,421		247,291
1.25% 10/31/18	445,788		442,616
1.375% 9/30/18 (g)(i)	24,847		24,845
1.5% 1/31/19 (h)(m)	174,410		174,492
2% 2/28/21	47,844		47,433
2.125% 1/31/21	26,764		26,789
TOTAL U.S. TREASURY OBLIGATIONS (Cost $1,400,072)		1,398,733
U.S. Government Agency - Mortgage Securities - 7.3%
	Principal Amount (000s)		Value (000s)
Fannie Mae - 4.3%
2.303% 6/1/36 (j)	$ 118		$ 124
2.5% 6/1/28	520		523
2.643% 7/1/37 (j)	234		249
2.65% 2/1/35 (j)	1,989		2,116
3% 10/1/42 to 2/1/44	41,742		40,592
3% 3/1/44 (f)	26,000		25,251
3% 3/1/44 (f)	1,600		1,554
3% 3/1/44 (f)	1,600		1,554
3.5% 7/1/42 to 11/1/43	65,763		65,911
3.5% 3/1/44 (f)	25,000		25,339
3.5% 3/1/44 (f)	9,500		9,629
3.5% 3/1/44 (f)	5,100		5,169
4% 9/1/40 to 11/1/42	17,216		17,933
4% 3/1/44 (f)	9,000		9,432
4% 3/1/44 (f)	8,500		8,908
4% 3/1/44 (f)	1,600		1,677
4.5% 12/1/23 to 8/1/41	4,250		4,568
5% 10/1/21 to 9/1/25	1,097		1,181
6% 3/1/22 to 7/1/41	12,150		13,567
6.5% 7/1/32 to 8/1/36	12,142		13,739
TOTAL FANNIE MAE			249,016
Freddie Mac - 1.9%
2.5% 8/1/28	4,429		4,458
3.064% 10/1/35 (j)	159		169
3.5% 1/1/26 to 6/1/43	73,605		73,698
4% 6/1/24 to 4/1/42	15,470		16,263
4.5% 7/1/25 to 9/1/41	5,533		5,945
5% 9/1/39 to 3/1/41	7,757		8,524
5.5% 11/1/33 to 8/1/38	398		440
6% 7/1/37 to 8/1/37	1,160		1,285
6.5% 9/1/39	1,438		1,607
TOTAL FREDDIE MAC			112,389
Ginnie Mae - 1.1%
3.5% 3/15/42 to 9/20/43	15,908		16,408
3.5% 3/1/44 (f)	300		309
4% 11/20/40 to 10/15/41	4,229		4,495
4% 3/1/44 (f)	2,700		2,863
4.5% 5/15/39 to 4/15/41	8,742		9,516
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Ginnie Mae - continued
5% 10/20/39 to 9/15/41	$ 18,974		$ 20,905
5% 3/1/44 (f)	2,500		2,747
5.5% 12/20/28 to 9/15/38	4,455		4,971
TOTAL GINNIE MAE			62,214
TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES (Cost $425,120)		423,619
Asset-Backed Securities - 0.3%

Accredited Mortgage Loan Trust Series 2005-1 Class M1, 0.6255% 4/25/35 (j)	421		373
ACE Securities Corp. Home Equity Loan Trust Series 2004-HE1 Class M2, 1.8055% 3/25/34 (j)	158		147
Airspeed Ltd. Series 2007-1A Class C1, 2.6545% 6/15/32 (e)(j)	5,401		3,025
Ameriquest Mortgage Securities, Inc. pass-thru certificates:
Series 2003-10 Class M1, 1.2055% 12/25/33 (j)	37		34
Series 2004-R2 Class M3, 0.9805% 4/25/34 (j)	57		30
Series 2005-R2 Class M1, 0.6055% 4/25/35 (j)	668		661
Argent Securities, Inc. pass-thru certificates:
Series 2003-W7 Class A2, 0.9355% 3/25/34 (j)	30		28
Series 2004-W7 Class M1, 0.9805% 5/25/34 (j)	808		744
Series 2006-W4 Class A2C, 0.3155% 5/25/36 (j)	769		240
Capital Trust Ltd. Series 2004-1 Class C, 1.254% 7/20/39 (e)(j)	202		80
Carrington Mortgage Loan Trust Series 2007-RFC1 Class A3, 0.2955% 12/25/36 (j)	1,140		659
Countrywide Home Loans, Inc.:
Series 2003-BC1 Class B1, 4.9904% 3/25/32 (MGIC Investment Corp. Insured) (j)	16		9
Series 2004-3 Class M4, 1.6105% 4/25/34 (j)	58		45
Series 2004-4 Class M2, 0.9505% 6/25/34 (j)	260		245
Series 2004-7 Class AF5, 5.37% 1/25/35	2,205		2,322
Fannie Mae Series 2004-T5 Class AB3, 0.9224% 5/28/35 (j)	25		23
Fieldstone Mortgage Investment Corp. Series 2004-3 Class M5, 2.3305% 8/25/34 (j)	231		184
First Franklin Mortgage Loan Trust Series 2004-FF2 Class M3, 0.9805% 3/25/34 (j)	9		8
Asset-Backed Securities - continued
	Principal Amount (000s)		Value (000s)
Fremont Home Loan Trust Series 2005-A Class M4, 1.1755% 1/25/35 (j)	$ 220		$ 88
GCO Education Loan Funding Master Trust II Series 2007-1A Class C1L, 0.6149% 2/25/47 (e)(j)	2,174		1,807
GE Business Loan Trust:
Series 2003-1 Class A, 0.5845% 4/15/31 (e)(j)	37		34
Series 2006-2A:
Class A, 0.3345% 11/15/34 (e)(j)	690		633
Class B, 0.4345% 11/15/34 (e)(j)	250		212
Class C, 0.5345% 11/15/34 (e)(j)	414		348
Class D, 0.9045% 11/15/34 (e)(j)	197		165
GSAMP Trust Series 2004-AR1 Class B4, 5.5% 6/25/34 (e)	259		18
Guggenheim Structured Real Estate Funding Ltd. Series 2006-3 Class C, 0.7055% 9/25/46 (e)(j)	534		534
Home Equity Asset Trust:
Series 2003-2 Class M1, 1.4755% 8/25/33 (j)	147		141
Series 2003-3 Class M1, 1.4455% 8/25/33 (j)	339		318
Series 2003-5 Class A2, 0.8555% 12/25/33 (j)	21		19
HSI Asset Securitization Corp. Trust Series 2007-HE1 Class 2A3, 0.3455% 1/25/37 (j)	913		451
JPMorgan Mortgage Acquisition Trust Series 2007-CH1 Class AV4, 0.2855% 11/25/36 (j)	821		809
KeyCorp Student Loan Trust:
Series 1999-A Class A2, 0.5759% 12/27/29 (j)	200		198
Series 2006-A Class 2C, 1.3959% 3/27/42 (j)	1,605		254
MASTR Asset Backed Securities Trust Series 2007-HE1 Class M1, 0.4555% 5/25/37 (j)	303		2
Meritage Mortgage Loan Trust Series 2004-1 Class M1, 0.9055% 7/25/34 (j)	62		53
Merrill Lynch Mortgage Investors Trust:
Series 2003-OPT1 Class M1, 1.1305% 7/25/34 (j)	240		206
Series 2006-FM1 Class A2B, 0.2655% 4/25/37 (j)	454		442
Series 2006-OPT1 Class A1A, 0.6755% 6/25/35 (j)	1,210		1,149
Morgan Stanley ABS Capital I Trust:
Series 2004-HE6 Class A2, 0.8355% 8/25/34 (j)	36		36
Series 2004-NC8 Class M6, 2.0305% 9/25/34 (j)	74		49
Series 2005-NC1 Class M1, 0.8155% 1/25/35 (j)	253		234
Series 2005-NC2 Class B1, 1.3255% 3/25/35 (j)	154		74
New Century Home Equity Loan Trust Series 2005-4 Class M2, 0.6655% 9/25/35 (j)	903		757
Ocala Funding LLC:
Series 2005-1A Class A, 1.654% 3/20/10 (c)(e)(j)	449		0
Series 2006-1A Class A, 1.554% 3/20/11 (c)(e)(j)	933		0
Asset-Backed Securities - continued
	Principal Amount (000s)		Value (000s)
Park Place Securities, Inc. Series 2004-WCW1:
Class M3, 1.4055% 9/25/34 (j)	$ 337		$ 302
Class M4, 1.6055% 9/25/34 (j)	433		244
Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 0.9555% 4/25/33 (j)	3		3
SLM Private Credit Student Loan Trust Series 2004-A Class C, 1.1929% 6/15/33 (j)	655		565
Structured Asset Investment Loan Trust Series 2004-8 Class M5, 1.8805% 9/25/34 (j)	40		28
Terwin Mortgage Trust Series 2003-4HE Class A1, 1.0155% 9/25/34 (j)	18		17
Trapeza CDO XII Ltd./Trapeza CDO XII, Inc. Series 2007-12A Class B, 0.8029% 4/6/42 (e)(j)	1,761		396
TOTAL ASSET-BACKED SECURITIES (Cost $18,087)		19,443
Collateralized Mortgage Obligations - 3.9%

Private Sponsor - 0.2%
First Horizon Mortgage pass-thru Trust Series 2004-AR5 Class 2A1, 2.5778% 10/25/34 (j)	415		418
Granite Master Issuer PLC floater:
Series 2006-4:
Class B1, 0.334% 12/20/54 (j)	2,694		2,620
Class M1, 0.494% 12/20/54 (j)	710		675
Series 2007-1:
Class 1M1, 0.454% 12/20/54 (j)	894		853
Class 2M1, 0.654% 12/20/54 (j)	1,148		1,093
Granite Mortgages PLC floater Series 2003-3 Class 1C, 2.6866% 1/20/44 (j)	341		338
JPMorgan Mortgage Trust sequential payer Series 2006-A5 Class 3A5, 2.6892% 8/25/36 (j)	809		683
MASTR Adjustable Rate Mortgages Trust Series 2007-3 Class 22A2, 0.3655% 5/25/47 (j)	349		266
Merrill Lynch Alternative Note Asset Trust floater Series 2007-OAR1 Class A1, 0.3255% 2/25/37 (j)	607		551
Opteum Mortgage Acceptance Corp. floater Series 2005-3 Class APT, 0.4455% 7/25/35 (j)	915		875
RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B:
Class B5, 2.5065% 7/10/35 (e)(j)	335		308
Class B6, 3.0065% 7/10/35 (e)(j)	444		414
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (000s)
Private Sponsor - continued
Sequoia Mortgage Trust floater Series 2004-6 Class A3B, 1.2269% 7/20/34 (j)	$ 18		$ 17
Structured Asset Securities Corp. Series 2003-15A Class 4A, 2.4727% 4/25/33 (j)	120		120
TOTAL PRIVATE SPONSOR			9,231
U.S. Government Agency - 3.7%
Fannie Mae:
floater:
Series 2007-53 Class FB, 0.5555% 6/25/37 (j)	9,194		9,186
Series 2007-85 Class FL, 0.6955% 9/25/37 (j)	3,546		3,565
Series 2007-89 Class FT, 0.7255% 9/25/37 (j)	2,801		2,823
Series 2012-110 Class JF, 0.6055% 10/25/42 (j)	6,545		6,525
Series 2012-122 Class LF, 0.5555% 11/25/42 (j)	31,476		31,177
Series 2012-93 Class FE, 0.5555% 9/25/42 (j)	17,567		17,540
Series 2013-44 Class FA, 0.408% 5/25/43 (j)	21,692		21,581
floater planned amortization class:
Series 2012-111 Class NF, 0.5055% 5/25/42 (j)	4,051		4,047
Series 2012-113 Class PF, 0.5055% 10/25/40 (j)	10,352		10,356
Series 2012-128:
Class VF, 0.4055% 6/25/42 (j)	19,859		19,721
Class YF, 0.4555% 6/25/42 (j)	18,509		18,417
Freddie Mac:
floater:
Series 3349 Class FE, 0.6445% 7/15/37 (j)	3,623		3,642
Series 3376 Class FA, 0.7545% 10/15/37 (j)	3,477		3,505
Series 4087 Class FB, 0.6245% 7/15/42 (j)	33,079		33,053
floater planned amortization class Series 4094 Class BF, 0.5545% 8/15/32 (j)	5,674		5,690
Ginnie Mae guaranteed REMIC pass-thru certificates:
floater:
Series 2010-133 Class FB, 0.6345% 10/16/40 (j)	5,740		5,747
Series 2012-113 Class FJ, 0.407% 1/20/42 (j)	6,786		6,757
Series 2012-76 Class GF 0.4545% 6/16/42 (j)	1,939		1,938
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Government Agency - continued
Ginnie Mae guaranteed REMIC pass-thru certificates: - continued
floater:
Series 2012-93 Class NF, 0.557% 7/20/42 (j)	$ 5,604		$ 5,600
floater sequential payer Series 2010-113 Class JF, 0.557% 3/20/38 (j)	4,642		4,660
TOTAL U.S. GOVERNMENT AGENCY			215,530
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $221,127)		224,761
Commercial Mortgage Securities - 8.8%

Asset Securitization Corp. Series 1997-D5 Class PS1, 1.5236% 2/14/43 (j)(l)	492		13
Banc of America Commercial Mortgage Trust:
sequential payer:
Series 2006-2 Class AAB, 5.7192% 5/10/45 (j)	484		497
Series 2006-3 Class A4, 5.889% 7/10/44	4,663		5,060
Series 2006-6 Class A3, 5.369% 10/10/45	2,190		2,248
Series 2005-3 Class A3B, 5.09% 7/10/43 (j)	3,402		3,501
Series 2006-6 Class E, 5.619% 10/10/45 (e)	633		78
Series 2007-3:
Class A3, 5.6195% 6/10/49 (j)	1,813		1,813
Class A4, 5.6195% 6/10/49 (j)	2,283		2,534
Bayview Commercial Asset Trust floater:
Series 2003-2 Class M1, 1.0055% 12/25/33 (e)(j)	35		28
Series 2005-3A:
Class A2, 0.5555% 11/25/35 (e)(j)	251		217
Class M1, 0.5955% 11/25/35 (e)(j)	67		48
Class M2, 0.6455% 11/25/35 (e)(j)	51		36
Class M3, 0.6655% 11/25/35 (e)(j)	45		32
Class M4, 0.7555% 11/25/35 (e)(j)	56		38
Series 2005-4A:
Class A2, 0.5455% 1/25/36 (e)(j)	628		523
Class B1, 1.5555% 1/25/36 (e)(j)	65		13
Class M1, 0.6055% 1/25/36 (e)(j)	203		114
Class M2, 0.6255% 1/25/36 (e)(j)	76		40
Class M3, 0.6555% 1/25/36 (e)(j)	111		58
Class M4, 0.7655% 1/25/36 (e)(j)	62		30
Class M5, 0.8055% 1/25/36 (e)(j)	62		22
Class M6, 0.8555% 1/25/36 (e)(j)	65		19
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Bayview Commercial Asset Trust floater: - continued
Series 2006-1:
Class A2, 0.5155% 4/25/36 (e)(j)	$ 125		$ 110
Class M1, 0.5355% 4/25/36 (e)(j)	76		54
Class M2, 0.5555% 4/25/36 (e)(j)	80		55
Class M3, 0.5755% 4/25/36 (e)(j)	69		45
Class M4, 0.6755% 4/25/36 (e)(j)	39		25
Class M5, 0.7155% 4/25/36 (e)(j)	38		23
Class M6, 0.7955% 4/25/36 (e)(j)	76		40
Series 2006-2A:
Class M1, 0.4655% 7/25/36 (e)(j)	113		78
Class M2, 0.4855% 7/25/36 (e)(j)	80		54
Class M3, 0.5055% 7/25/36 (e)(j)	66		44
Class M4, 0.5755% 7/25/36 (e)(j)	76		45
Class M5, 0.6255% 7/25/36 (e)(j)	55		25
Series 2006-3A Class M4, 0.5855% 10/25/36 (e)(j)	69		10
Series 2006-4A:
Class A2, 0.4255% 12/25/36 (e)(j)	1,905		1,439
Class M1, 0.4455% 12/25/36 (e)(j)	153		104
Class M2, 0.4655% 12/25/36 (e)(j)	102		44
Class M3, 0.4955% 12/25/36 (e)(j)	104		33
Series 2007-1 Class A2, 0.4255% 3/25/37 (e)(j)	411		287
Series 2007-2A:
Class A1, 0.4255% 7/25/37 (e)(j)	1,148		928
Class A2, 0.4755% 7/25/37 (e)(j)	1,075		737
Class M1, 0.5255% 7/25/37 (e)(j)	367		117
Class M2, 0.5655% 7/25/37 (e)(j)	239		38
Class M3, 0.6455% 7/25/37 (e)(j)	242		22
Class M4, 0.8055% 7/25/37 (e)(j)	188		6
Series 2007-3:
Class A2, 0.4455% 7/25/37 (e)(j)	386		270
Class M1, 0.4655% 7/25/37 (e)(j)	205		131
Class M2, 0.4955% 7/25/37 (e)(j)	218		124
Class M3, 0.5255% 7/25/37 (e)(j)	352		154
Class M4, 0.6555% 7/25/37 (e)(j)	554		133
Class M5, 0.7555% 7/25/37 (e)(j)	281		47
Class M6, 0.9555% 7/25/37 (e)(j)	66		0*
Series 2007-4A:
Class M1, 1.1055% 9/25/37 (e)(j)	198		23
Class M2, 1.2055% 9/25/37 (e)(j)	198		13
Bear Stearns Commercial Mortgage Securities Trust:
floater Series 2007-BBA8:
Class E, 0.4545% 3/15/22 (e)(j)	317		310
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Bear Stearns Commercial Mortgage Securities Trust: - continued
floater Series 2007-BBA8:
Class F, 0.5045% 3/15/22 (e)(j)	$ 1,246		$ 1,184
Class G, 0.5545% 3/15/22 (e)(j)	401		369
Class H, 0.7045% 3/15/22 (e)(j)	489		435
Class J, 0.8545% 3/15/22 (e)(j)	489		425
Series 2006-T22 Class A4, 5.5801% 4/12/38 (j)	136		146
Series 2007-PW18 Class X2, 0.2966% 6/11/50 (e)(j)(l)	69,628		474
Series 2007-T28 Class X2, 0.1573% 9/11/42 (e)(j)(l)	42,747		138
C-BASS Trust floater Series 2006-SC1 Class A, 0.4255% 5/25/36 (e)(j)	323		312
CDC Commercial Mortgage Trust Series 2002-FX1 Class XCL, 1.4233% 5/15/35 (e)(j)(l)	2,933		40
Citigroup/Deutsche Bank Commercial Mortgage Trust sequential payer Series 2007-CD4:
Class A3, 5.293% 12/11/49	1,066		1,089
Class A4, 5.322% 12/11/49	10,254		11,318
Cobalt CMBS Commercial Mortgage Trust Series 2007-C2 Class B, 5.617% 4/15/47 (j)	1,223		1,191
COMM Mortgage Trust pass-thru certificates floater:
Series 2005-F10A Class J, 1.0045% 4/15/17 (e)(j)	100		99
Series 2006-FL12 Class AJ, 0.2845% 12/15/20 (e)(j)	380		378
Credit Suisse Commercial Mortgage Trust:
sequential payer Series 2007-C3 Class A4, 5.6783% 6/15/39 (j)	10,728		11,742
Series 2007-C5 Class A4, 5.695% 9/15/40 (j)	991		1,102
Credit Suisse First Boston Mortgage Capital Certificates floater Series 2007-TF2A Class B, 0.5045% 4/15/22 (e)(j)	3,907		3,685
Credit Suisse First Boston Mortgage Securities Corp.:
Series 2001-CK6 Class AX, 1.3434% 8/15/36 (j)(l)	98		0*
Series 2001-CKN5 Class AX, 0.6562% 9/15/34 (e)(j)(l)	7		0*
Credit Suisse Mortgage Capital Certificates:
floater Series 2007-TFL1:
Class C:
0.3245% 2/15/22 (e)(j)	779		772
0.4245% 2/15/22 (e)(j)	421		416
Class F, 0.4745% 2/15/22 (e)(j)	843		826
Series 2007-C1:
Class ASP, 0.354% 2/15/40 (j)(l)	16,911		0*
Class B, 5.487% 2/15/40 (e)(j)	1,677		234
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
GE Capital Commercial Mortgage Corp.:
sequential payer Series 2007-C1 Class A4, 5.543% 12/10/49	$ 13,416		$ 14,708
Series 2001-1 Class X1, 1.7244% 5/15/33 (e)(j)(l)	280		6
Series 2007-C1 Class XP, 0.1602% 12/10/49 (j)(l)	13,693		5
Greenwich Capital Commercial Funding Corp.:
floater Series 2006-FL4 Class B, 0.3471% 11/5/21 (e)(j)	412		409
sequential payer Series 2007-GG9 Class A4, 5.444% 3/10/39	20,333		22,414
Series 2006-GG7 Class A4, 5.8197% 7/10/38 (j)	12,362		13,504
Series 2007-GG11 Class A1, 0.2936% 12/10/49 (e)(j)(l)	20,347		40
GS Mortgage Securities Trust sequential payer Series 2006-GG8 Class A1A, 5.547% 11/10/39	2,821		3,087
Hilton U.S.A. Trust Series 2013-HLT:
Class CFX, 3.7141% 11/5/30 (e)	1,300		1,320
Class DFX, 4.4065% 11/5/30 (e)	9,229		9,424
JPMorgan Chase Commercial Mortgage Securities Trust:
floater Series 2006-FL2A:
Class B, 0.3245% 11/15/18 (e)(j)	469		459
Class C, 0.3645% 11/15/18 (e)(j)	333		324
Class D, 0.3845% 11/15/18 (e)(j)	132		126
Class E, 0.4345% 11/15/18 (e)(j)	190		181
Class F, 0.4845% 11/15/18 (e)(j)	227		216
Class G, 0.5145% 11/15/18 (e)(j)	198		187
Class H, 0.6545% 11/15/18 (e)(j)	190		178
sequential payer:
Series 2006-CB17:
Class A3, 5.45% 12/12/43	61		61
Class A4, 5.429% 12/12/43	4,540		4,907
Series 2007-CB18 Class A4, 5.44% 6/12/47	10,260		11,301
Series 2007-CB19 Class A4, 5.7093% 2/12/49 (j)	22,580		25,208
Series 2007-LD11 Class A4, 5.8134% 6/15/49 (j)	97,451		108,682
Series 2006-LDP7 Class A4, 5.8726% 4/15/45 (j)	1,150		1,256
Series 2007-CB19:
Class B, 5.7093% 2/12/49 (j)	93		30
Class C, 5.7093% 2/12/49 (j)	245		51
Class D, 5.7093% 2/12/49 (j)	257		48
Series 2007-LDP10:
Class CS, 5.466% 1/15/49 (j)	90		16
Class ES, 5.7261% 1/15/49 (e)(j)	566		27
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
LB Commercial Conduit Mortgage Trust sequential payer Series 2007-C3 Class A4, 5.8924% 7/15/44 (j)	$ 3,760		$ 4,220
LB-UBS Commercial Mortgage Trust:
sequential payer Series 2006-C7 Class A2, 5.3% 11/15/38	565		586
Series 2007-C7:
Class A3, 5.866% 9/15/45	19,839		22,618
Class XCP, 0.2771% 9/15/45 (j)(l)	80,022		197
Lehman Brothers Floating Rate Commercial Mortgage Trust floater Series 2006-LLFA Class H, 0.5545% 9/15/21 (e)(j)	168		167
Merrill Lynch Mortgage Trust:
sequential payer Series 2005-CIP1 Class A2, 4.96% 7/12/38	523		524
Series 2005-LC1 Class F, 5.4207% 1/12/44 (e)(j)	953		856
Series 2007-C1 Class A4, 5.8409% 6/12/50 (j)	4,145		4,665
Series 2008-C1 Class A4, 5.69% 2/12/51	2,305		2,583
Merrill Lynch-CFC Commercial Mortgage Trust:
floater Series 2006-4 Class A2FL, 0.2748% 12/12/49 (j)	54		54
sequential payer:
Series 2006-4:
Class A3, 5.172% 12/12/49 (j)	3,000		3,247
Class ASB, 5.133% 12/12/49 (j)	471		484
Series 2007-6 Class A4, 5.485% 3/12/51 (j)	26,699		29,561
Series 2007-7 Class A4, 5.7439% 6/12/50 (j)	5,132		5,726
Series 2006-4 Class XP, 0.618% 12/12/49 (j)(l)	16,657		89
Series 2007-6 Class B, 5.635% 3/12/51 (j)	1,095		262
Series 2007-7 Class B, 5.7439% 6/12/50 (j)	1,409		57
Series 2007-8 Class A3, 5.8943% 8/12/49 (j)	944		1,062
Morgan Stanley Capital I Trust:
floater:
Series 2006-XLF Class C, 1.355% 7/15/19 (e)(j)	227		170
Series 2007-XLFA:
Class C, 0.315% 10/15/20 (e)(j)	629		611
Class D, 0.345% 10/15/20 (e)(j)	422		408
Class E, 0.405% 10/15/20 (e)(j)	528		507
Class F, 0.455% 10/15/20 (e)(j)	397		378
Class G, 0.495% 10/15/20 (e)(j)	491		470
Class H, 0.585% 10/15/20 (e)(j)	309		285
Class J, 0.735% 10/15/20 (e)(j)	179		77
Series 2006-T23 Class A3, 5.8071% 8/12/41 (j)	559		566
Series 2007-HQ12 Class A4, 5.6007% 4/12/49 (j)	5,793		5,924
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Morgan Stanley Capital I Trust: - continued
Series 2007-IQ14:
Class A4, 5.692% 4/15/49 (j)	$ 19,062		$ 21,126
Class B, 5.7406% 4/15/49 (j)	269		56
Salomon Brothers Mortgage Securities VII, Inc. Series 2006-C2 Class H, 6.308% 7/18/33 (e)	194		75
Wachovia Bank Commercial Mortgage Trust:
floater:
Series 2006-WL7A:
Class F, 0.4945% 9/15/21 (e)(j)	906		900
Class G, 0.5145% 9/15/21 (e)(j)	1,126		1,103
Class J, 0.7545% 9/15/21 (e)(j)	314		276
Series 2007-WHL8:
Class F, 0.6345% 6/15/20 (e)(j)	2,710		2,473
Class LXR1, 0.8545% 6/15/20 (e)(j)	168		160
sequential payer:
Series 2007-C30 Class A5, 5.342% 12/15/43	30,892		34,054
Series 2007-C31:
Class A4, 5.509% 4/15/47	32,250		35,227
Class A5, 5.5% 4/15/47	7,650		8,502
Series 2007-C33 Class A4, 5.9216% 2/15/51 (j)	31,702		34,981
Series 2005-C19 Class B, 4.892% 5/15/44	1,095		1,129
Series 2005-C22:
Class B, 5.3811% 12/15/44 (j)	2,428		2,384
Class F, 5.3811% 12/15/44 (e)(j)	1,826		438
Series 2007-C30 Class XP, 0.4783% 12/15/43 (e)(j)(l)	10,437		2
Series 2007-C31 Class C, 5.672% 4/15/47 (j)	4,515		3,740
Series 2007-C31A Class A2, 5.421% 4/15/47	1,311		1,312
Series 2007-C32:
Class D, 5.7499% 6/15/49 (j)	823		372
Class E, 5.7499% 6/15/49 (j)	1,297		439
TOTAL COMMERCIAL MORTGAGE SECURITIES (Cost $498,334)		512,183
Municipal Securities - 1.9%

Beaver County Indl. Dev. Auth. Poll. Cont. Rev. Bonds (FirstEnergy Nuclear Generation Corp. Proj.) Series 2005 A, 3.375%, tender 7/1/15 (j)	1,835		1,871
California Gen. Oblig.:
Series 2009, 7.35% 11/1/39	1,000		1,345
7.3% 10/1/39	9,330		12,554
Municipal Securities - continued
	Principal Amount (000s)		Value (000s)
California Gen. Oblig.: - continued
7.5% 4/1/34	$ 6,270		$ 8,509
7.6% 11/1/40	14,085		19,857
7.625% 3/1/40	2,175		3,034
Chicago Gen. Oblig. (Taxable Proj.) Series 2010 C1, 7.781% 1/1/35	1,510		1,797
Illinois Gen. Oblig.:
Series 2003, 5.1% 6/1/33	32,885		32,321
Series 2010-1, 6.63% 2/1/35	3,440		3,802
Series 2010-3:
6.725% 4/1/35	5,880		6,549
7.35% 7/1/35	1,925		2,249
Series 2011:
5.665% 3/1/18	3,305		3,667
5.877% 3/1/19	5,890		6,609
Series 2013:
1.84% 12/1/16	4,160		4,169
3.6% 12/1/19	3,585		3,578
TOTAL MUNICIPAL SECURITIES (Cost $109,439)		111,911
Foreign Government and Government Agency Obligations - 1.1%

Banco Nacional de Desenvolvimento Economico e Social:
3.375% 9/26/16 (e)	6,150		6,265
5.75% 9/26/23 (e)	5,628		5,734
Brazilian Federative Republic 4.25% 1/7/25	5,790		5,573
United Mexican States:
3.5% 1/21/21	23,411		23,704
4% 10/2/23	13,644		13,815
4.75% 3/8/44	6,724		6,270
TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $61,912)		61,361
Bank Notes - 0.0%

Fifth Third Bank 4.75% 2/1/15 (Cost $962)	949		985

Fixed-Income Funds - 20.4%
	Shares		Value (000s)
Fidelity Mortgage Backed Securities Central Fund (k)	8,241,086		$ 882,868
Fidelity Specialized High Income Central Fund (k)	2,763,745		297,351
TOTAL FIXED-INCOME FUNDS (Cost $1,144,982)		1,180,219
Money Market Funds - 2.4%

Fidelity Cash Central Fund, 0.10% (a) (Cost $138,540)	138,539,732		138,540
Cash Equivalents - 1.6%
	Maturity Amount (000s)
Investments in repurchase agreements in a joint trading account at 0.05%, dated 2/28/14 due 3/3/14 (Collateralized by U.S. Government Obligations) # (b) (Cost $89,839)	$ 89,839		89,839
TOTAL INVESTMENT PORTFOLIO - 103.6% (Cost $5,886,883)			6,003,708
NET OTHER ASSETS (LIABILITIES) - (3.6)%			(206,487)
NET ASSETS - 100%		$ 5,797,221
TBA Sale Commitments
	Principal Amount (000s)
Fannie Mae
3% 3/1/44	$ (26,000)		(25,252)
3% 3/1/44	(6,700)		(6,507)
3% 3/1/44	(1,600)		(1,554)
3.5% 3/1/44	(25,000)		(25,339)
3.5% 3/1/44	(3,200)		(3,243)
4% 3/1/44	(3,800)		(3,982)
4% 3/1/44	(2,700)		(2,830)
TOTAL FANNIE MAE			(68,706)
Ginnie Mae
4% 3/1/44	(300)		(318)
TOTAL TBA SALE COMMITMENTS (Proceeds $68,923)		$ (69,025)

Futures Contracts
	Expiration Date	Underlying Face Amount at Value (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Purchased
Treasury Contracts
455 CBOT 10 Year U.S. Treasury Note Contracts	June 2014	$ 56,662	$ 262

The face value of futures purchased as a percentage of net assets is 1%

Swap Agreements
Credit Default Swaps
Underlying Reference	Rating(1)	Expiration Date	Clearinghouse/ Counterparty	Fixed Payment Received/ (Paid)	Notional Amount (2)(000s)	Value (1) (000s)	Upfront Premium Received/ (Paid) (000s)	Unrealized Appreciation/(Depreciation)(000s)
Buy Protection
Deutsche Bank AG		Dec. 2018	Credit Suisse	(1%)	$ 6,500	$ (61)	$ (324)	$ (385)
Deutsche Bank AG		Mar. 2019	JPMorgan Chase, Inc.	(1%)	4,085	(34)	(240)	(274)
National Australia Bank Ltd		Dec. 2018	Credit Suisse	(1%)	6,500	23	(539)	(516)
National Australia Bank Ltd		Dec. 2018	Credit Suisse	(1%)	6,500	24	(463)	(439)
Societe Generale		Dec. 2017	Credit Suisse	(3%)	3,825	(345)	45	(300)
Societe Generale		Dec. 2017	Credit Suisse	(3%)	3,823	(344)	120	(224)
UFJ Finance Aruba AEC		Mar. 2018	Credit Suisse	(1%)	5,500	(64)	(101)	(165)
UFJ Finance Aruba AEC		Mar. 2018	Credit Suisse	(1%)	3,823	(45)	(157)	(202)
TOTAL BUY PROTECTION						(846)	(1,659)	(2,505)
Sell Protection
ABX AA 07-1 Index	C	Sep. 2037	Barclays Bank PLC	0.15%	1,741	(1,613)	0	(1,613)
ABX AA 07-1 Index	C	Sep. 2037	Credit Suisse	0.15%	959	(889)	0	(889)
ABX AA 07-1 Index	C	Sep. 2037	Credit Suisse	0.15%	2,607	(2,415)	0	(2,415)
ABX AA 07-1 Index	C	Sep. 2037	JPMorgan Chase, Inc.	0.15%	584	(541)	0	(541)
ABX AA 07-1 Index	C	Sep. 2037	JPMorgan Chase, Inc.	0.15%	1,950	(1,806)	0	(1,806)
Swaps - continued
Credit Default Swaps - continued
Underlying Reference	Rating(1)	Expiration Date	Clearinghouse/ Counterparty	Fixed Payment Received/ (Paid)	Notional Amount (2)(000s)	Value (1) (000s)	Upfront Premium Received/ (Paid) (000s)	Unrealized Appreciation/(Depreciation)(000s)
Sell Protection - continued
ABX AA 07-1 Index	C	Sep. 2037	Morgan Stanley, Inc.	0.15%	$ 1,064	$ (985)	$ 0	$ (985)
Countrywide Home Loans Inc Series 2003-BC1 Class B1	Ca	Apr. 2032	Merrill Lynch, Inc.	4.29%	50	(18)	0	(18)
Morgan Stanley ABS Capital I Inc Series 2004-HE7 Class B3	C	Sep. 2034	Morgan Stanley, Inc.	5.10%	502	(464)	0	(464)
Morgan Stanley ABS Capital I Inc Series 2004-NC6 Class M3	Ca	Aug. 2034	Barclays Bank PLC	1.545%	426	(94)	0	(94)
Morgan Stanley ABS Capital I Inc Series 2004-NC8 Class B3	C	Oct. 2034	Merrill Lynch, Inc.	4.60%	542	(403)	0	(403)
Morgan Stanley ABS Capital I Inc Series 2004-NC8 Class M6	C	Oct. 2034	Barclays Bank PLC	1.475%	410	(131)	0	(131)
TOTAL SELL PROTECTION						(9,359)	0	(9,359)
TOTAL CREDIT DEFAULT SWAPS						$ (10,205)	$ (1,659)	$ (11,864)

Legend

(b) Includes investment made with cash collateral received from securities on loan.

(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 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 $241,665,000 or 4.2% of net assets.

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

(g) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $720,000.

(h) Security or a portion of the security has been segregated as collateral for open bi-lateral over-the-counter (OTC) swaps. At period end, the value of securities pledged amounted to $13,095,000.

(i) Security or a portion of the security has been segregated as collateral for mortgage-backed or asset-backed securities purchased on a delayed delivery or when-issued basis. At period end, the value of securities pledged amounted to $216,000.

(j) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

(k) Affiliated fund that is generally 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 website 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 are available on the SEC's website or upon request.

(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 as of the end of the period.

(m) Security or a portion of the security is on loan at period end.

* Amount represents less than $1,000.

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

Repurchase Agreement / Counterparty	Value (000s)
$89,839,000 due 3/03/14 at 0.05%
Commerz Markets LLC	$ 89,052
Mizuho Securities USA, Inc.	787
	$ 89,839

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 53
Fidelity Mortgage Backed Securities Central Fund	11,399
Fidelity Specialized High Income Central Fund	7,821
Total	$ 19,273

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 Mortgage Backed Securities Central Fund	$ 915,654	$ 11,399	$ 60,063	$ 882,868	8.7%
Fidelity Specialized High Income Central Fund	278,779	7,821	-	297,351	72.0%
Total	$ 1,194,433	$ 19,220	$ 60,063	$ 1,180,219

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Corporate Bonds	$ 1,842,114	$ -	$ 1,842,114	$ -
U.S. Government and Government Agency Obligations	1,398,733	-	1,398,733	-
U.S. Government Agency - Mortgage Securities	423,619	-	423,619	-
Asset-Backed Securities	19,443	-	15,369	4,074
Collateralized Mortgage Obligations	224,761	-	224,039	722
Commercial Mortgage Securities	512,183	-	511,127	1,056
Municipal Securities	111,911	-	111,911	-
Foreign Government and Government Agency Obligations	61,361	-	61,361	-
Bank Notes	985	-	985	-
Fixed-Income Funds	1,180,219	1,180,219	-	-
Money Market Funds	138,540	138,540	-	-
Cash Equivalents	89,839	-	89,839	-
Total Investments in Securities:	$ 6,003,708	$ 1,318,759	$ 4,679,097	$ 5,852
Derivative Instruments:
Assets
Futures Contracts	$ 262	$ 262	$ -	$ -
Swaps	47	-	47	-
Total Assets	$ 309	$ 262	$ 47	$ -
Liabilities
Swaps	$ (10,252)	$ -	$ (10,252)	$ -
Total Derivative Instruments:	$ (9,943)	$ 262	$ (10,205)	$ -
Other Financial Instruments:
TBA Sale Commitments	$ (69,025)	$ -	$ (69,025)	$ -

Value of Derivative Instruments

Primary Risk Exposure / Derivative Type	Value
(Amounts in thousands)	Asset	Liability
Credit Risk
Swaps (b)	$ 47	$ (10,252)
Interest Rate Risk
Futures Contracts (a)	262	-
Total Value of Derivatives	$ 309	$ (10,252)

(a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. Only the period end receivable or payable for daily variation margin and net unrealized appreciation (depreciation) are presented in the Statement of Assets and Liabilities.

(b) For bi-lateral OTC swaps, reflects gross value which is presented in the Statement of Assets and Liabilities in the bi-lateral OTC swaps, at value line-items.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	February 28, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $88,041 and repurchase agreements of $89,839) - See accompanying schedule: Unaffiliated issuers (cost $4,603,361)	$ 4,684,949
Fidelity Central Funds (cost $1,283,522)	1,318,759
Total Investments (cost $5,886,883)		$ 6,003,708
Receivable for TBA sale commitments		68,923
Receivable for swaps		6
Receivable for fund shares sold		3,819
Interest receivable		31,666
Distributions receivable from Fidelity Central Funds		10
Bi-lateral OTC swaps, at value		47
Receivable from investment adviser for expense reductions		1
Other receivables		152
Total assets		6,108,332

Liabilities
Payable for investments purchased Regular delivery	$ 39,027
Delayed delivery	94,591
TBA sale commitments, at value	69,025
Payable for swaps	284
Payable for fund shares redeemed	4,673
Distributions payable	941
Bi-lateral OTC swaps, at value	10,252
Accrued management fee	1,498
Distribution and service plan fees payable	44
Payable for daily variation margin for derivative instruments	100
Other affiliated payables	696
Other payables and accrued expenses	141
Collateral on securities loaned, at value	89,839
Total liabilities		311,111

Net Assets		$ 5,797,221
Net Assets consist of:
Paid in capital		$ 5,903,377
Undistributed net investment income		4,082
Accumulated undistributed net realized gain (loss) on investments		(215,359)
Net unrealized appreciation (depreciation) on investments		105,121
Net Assets		$ 5,797,221

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

Semiannual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	February 28, 2014 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($70,941 ÷ 9,077.71 shares)		$ 7.81

Maximum offering price per share (100/96.00 of $7.81)		$ 8.14
Class T: Net Asset Value and redemption price per share ($24,142 ÷ 3,087.61 shares)		$ 7.82

Maximum offering price per share (100/96.00 of $7.82)		$ 8.15
Class B: Net Asset Value and offering price per share ($3,224 ÷ 412.03 shares)^A		$ 7.82

Class C: Net Asset Value and offering price per share ($25,969 ÷ 3,318.48 shares)^A		$ 7.83


Investment Grade Bond: Net Asset Value, offering price and redemption price per share ($5,266,008 ÷ 673,373.25 shares)		$ 7.82

Institutional Class: Net Asset Value, offering price and redemption price per share ($406,937 ÷ 51,980.96 shares)		$ 7.83

^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.

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands Six months ended February 28, 2014 (Unaudited)

Investment Income
Interest		$ 78,677
Income from Fidelity Central Funds		19,273
Total income		97,950

Expenses
Management fee	$ 9,129
Transfer agent fees	3,100
Distribution and service plan fees	283
Fund wide operations fee	1,095
Independent trustees' compensation	12
Miscellaneous	5
Total expenses before reductions	13,624
Expense reductions	(17)	13,607
Net investment income (loss)		84,343
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	6,482
Fidelity Central Funds	2,722
Futures contracts	(105)
Swaps	(3,807)
Total net realized gain (loss)		5,292
Change in net unrealized appreciation (depreciation) on: Investment securities	117,786
Futures contracts	(29)
Swaps	2,702
Delayed delivery commitments	(902)
Total change in net unrealized appreciation (depreciation)		119,557
Net gain (loss)		124,849
Net increase (decrease) in net assets resulting from operations		$ 209,192

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended February 28, 2014 (Unaudited)	Year ended August 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 84,343	$ 140,364
Net realized gain (loss)	5,292	(41,172)
Change in net unrealized appreciation (depreciation)	119,557	(247,120)
Net increase (decrease) in net assets resulting from operations	209,192	(147,928)
Distributions to shareholders from net investment income	(77,251)	(132,241)
Share transactions - net increase (decrease)	(301,262)	1,071,490
Total increase (decrease) in net assets	(169,321)	791,321

Net Assets
Beginning of period	5,966,542	5,175,221
End of period (including undistributed net investment income of $4,082 and distributions in excess of net investment income of $3,010, respectively)	$ 5,797,221	$ 5,966,542

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

Semiannual Report

Financial Highlights - Class A

	Six months ended February 28, 2014	Years ended August 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 7.64	$ 7.98	$ 7.66	$ 7.47	$ 6.89	$ 6.89
Income from Investment Operations
Net investment income (loss)^E	.099	.152	.207	.220	.254	.303
Net realized and unrealized gain (loss)	.161	(.350)	.315	.183	.566	.007
Total from investment operations	.260	(.198)	.522	.403	.820	.310
Distributions from net investment income	(.090)	(.142)	(.202)	(.213)	(.240)	(.310)
Net asset value, end of period	$ 7.81	$ 7.64	$ 7.98	$ 7.66	$ 7.47	$ 6.89
Total Return^{B, C, D}	3.42%	(2.52)%	6.91%	5.49%	12.10%	4.89%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.78%^A	.77%	.78%	.78%	.77%	.79%
Expenses net of fee waivers, if any	.78%^A	.77%	.78%	.78%	.77%	.79%
Expenses net of all reductions	.78%^A	.77%	.78%	.78%	.77%	.79%
Net investment income (loss)	2.59%^A	1.91%	2.66%	2.94%	3.55%	4.67%
Supplemental Data
Net assets, end of period (in millions)	$ 71	$ 82	$ 110	$ 101	$ 173	$ 145
Portfolio turnover rate^G	174%^A	307%	276%	275%^J	174%^K	119%^{I, K}

^A Annualized

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

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

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

^E Calculated based on average shares outstanding during the period.

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

^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 Portfolio turnover rate excludes securities received or delivered in-kind.

^K 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.

Semiannual Report

Financial Highlights - Class T

	Six months ended February 28, 2014	Years ended August 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 7.64	$ 7.98	$ 7.66	$ 7.47	$ 6.90	$ 6.89
Income from Investment Operations
Net investment income (loss)^E	.099	.150	.205	.218	.252	.302
Net realized and unrealized gain (loss)	.171	(.349)	.314	.182	.555	.016
Total from investment operations	.270	(.199)	.519	.400	.807	.318
Distributions from net investment income	(.090)	(.141)	(.199)	(.210)	(.237)	(.308)
Net asset value, end of period	$ 7.82	$ 7.64	$ 7.98	$ 7.66	$ 7.47	$ 6.90
Total Return^{B, C, D}	3.54%	(2.54)%	6.88%	5.46%	11.90%	5.02%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.79%^A	.79%	.81%	.81%	.80%	.82%
Expenses net of fee waivers, if any	.79%^A	.79%	.81%	.81%	.80%	.82%
Expenses net of all reductions	.79%^A	.79%	.81%	.81%	.80%	.82%
Net investment income (loss)	2.58%^A	1.90%	2.63%	2.91%	3.51%	4.65%
Supplemental Data
Net assets, end of period (in millions)	$ 24	$ 41	$ 39	$ 38	$ 53	$ 46
Portfolio turnover rate^G	174%^A	307%	276%	275%^J	174%^K	119%^I,K