N-30D 1 main.htm

Fidelity®

Asset Manager: Aggressive®

Semiannual Report

March 31, 2002

(2_fidelity_logos) (Registered_Trademark)

Contents

President's Message

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Ned Johnson on investing strategies.

Performance

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How the fund has done over time.

Market Recap

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An overview of the market's performance and the factors driving it.

Fund Talk

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

Investment Changes

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A summary of the fund's investments.

Investments

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

Financial Statements

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

Notes

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Notes to the financial statements.

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

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

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

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

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

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

Neither the fund nor Fidelity Distributors Corporation is a bank.

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

Semiannual Report

President's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Through the first quarter of 2002, prevailing market conditions generally paralleled the equity environment of 2001: Small-cap stocks continued to outperform large caps; value stocks performed better than growth stocks; and technology and telecommunications continued to be the weakest performing sectors of the market. That said, a number of equity indexes achieved positive gains for the quarter, while bond indexes were generally flat to down given concerns about possible interest rate hikes.

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

First, investors are encouraged to take a long-term view of their portfolios. If you can afford to leave your money invested through the inevitable up and down cycles of the financial markets, you will greatly reduce your vulnerability to any single decline. We know from experience, for example, that stock prices have gone up over longer periods of time, have significantly outperformed other types of investments and have stayed ahead of inflation.

Second, you can further manage your investing risk through diversification. Asset Manager funds are already diversified because they invest in stocks, bonds and short-term and money market instruments, both in the U.S. and overseas. If you have a shorter investment time horizon, you might want to consider moving some of your investment into Asset Manager: Income, which generally has a higher weighting in short-term investments compared with the other Asset Manager funds.

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Performance: The Bottom Line

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). If Fidelity had not reimbursed certain fund expenses, the life of fund total returns would have been lower.

Cumulative Total Returns

Periods ended March 31, 2002

Past 6
months

Past 1
year

Life of
fund

Fidelity ® Asset Manager: Aggressive ®

15.40%

-1.84%

17.46%

Fidelity Asset Manager: Aggressive Composite

9.37%

1.22%

-3.09%

S&P 500 ®

10.99%

0.24%

-7.33%

LB Aggregate Bond

0.14%

5.35%

20.39%

Flexible Portfolio Funds Average

7.06%

1.16%

n/a*

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, six months, one year or since the fund started on September 24, 1999. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the Fidelity Asset Manager: Aggressive Composite Index, a hypothetical combination of unmanaged indices. The composite index combines the total returns of the Standard & Poor's 500 SM  Index (S&P 500®) and the Lehman Brothers® Aggregate Bond Index, weighted according to the fund's neutral mix. To measure how the fund's performance stacked up against its peers, you can compare it to the flexible portfolio funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 297 mutual funds. These benchmarks include reinvested dividends and capital gains, if any.

Average Annual Total Returns

Periods ended March 31, 2002

Past 1
year

Life of
fund

Fidelity Asset Manager: Aggressive

-1.84%

6.60%

Fidelity Asset Manager: Aggressive Composite

1.22%

-1.24%

Average annual total returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

* Not available

Semiannual Report

Performance - continued

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity® Asset Manager: Aggressive® on September 24, 1999, when the fund started. As the chart shows, by March 31, 2002, the value of the investment would have grown to $11,746 - a 17.46% increase on the initial investment. For comparison, look at how both the S&P 500 Index, a market capitalization-weighted index of common stocks, and the Lehman Brothers Aggregate Bond Index, a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more, did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment in the S&P 500 Index would have been $9,267 - a 7.33% decrease. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $12,039 - a 20.39% increase. You can also look at how the Fidelity Asset Manager: Aggressive Composite Index did over the same period. The composite index combines the total returns of the S&P 500 Index, and the Lehman Brothers Aggregate Bond Index according to the fund's neutral mix, and assumes monthly rebalancing of the mix.** With dividends and capital gains, if any, reinvested, the same $10,000 investment would have been $9,691 - a 3.09% decrease.

Understanding
Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. If you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

** Currently 85% stocks and 15% bonds effective September 24, 1999.

Semiannual Report

Market Recap

After nearly two years of disappointing equity market performance, investors recouped some of their losses during the six-month period ending March 31, 2002. Further interest rate cuts by the Federal Reserve Board and emerging signs of an improving economy spawned hopes of higher corporate profitability. As a result, most major equity indexes bounced back sharply from their September 2001 lows. Meanwhile, as optimistic expectations brightened the outlook for equities, clouds drifted over the fixed-income markets.

Stocks: The equity markets faced an onslaught of disruptive events during the six-month period, so much so that many market pundits expected the indexes to continue unraveling after the September 11 terrorist attacks that sent stocks plummeting across the board. Additionally, fears of future terrorist attacks or additional anthrax incidents were at a feverish pitch, causing both American consumers and corporations to curtail spending. The war in Afghanistan began, fueling greater market uncertainty. A well-respected economic research center said the U.S. had been in a recession for several months, raising more concerns about corporate profitability, as did rising energy prices. Further, some of the nation's largest companies, such as Enron and Kmart, went bankrupt. Enron's sudden collapse fueled an intensified search by the Securities and Exchange Commission for other companies with suspect accounting. Despite the magnitude of these issues, investors by and large shrugged them off, with many scooping up stocks at bargain prices. Additionally, as the period progressed, monthly economic data showed the sluggish economy had stabilized, and investors increasingly grew optimistic about a turnaround. As a result, the major equity indexes finished the period higher. The blue chips' Dow Jones Industrial AverageSM returned 18.64%, while the tech-heavy NASDAQ Composite® Index and the large-cap Standard & Poor's 500SM Index rose 23.32% and 10.99%, respectively.

Bonds: A volatile market environment left most bonds with flat returns over the past six months. The Lehman Brothers Aggregate Bond Index - a proxy for taxable-bond performance - returned 0.14% during that time. Concerns about a weak economy and declining corporate profits - heightened by the shock of September 11 - exacerbated a flight to safety in high-quality Treasuries and government agencies. The Federal Reserve Board helped boost demand by aggressively reducing the fed funds rate three times during the period - in addition to eight other cuts in 2001 - to avoid a sustained recession. As signs of strength in the economy emerged late in the year, however, bond investors shifted away from government issues toward higher-yielding spread sectors, including corporate and mortgage securities. Growing confidence in an economic recovery further depressed Treasuries, as bond yields rose across the board during the first quarter of 2002 in anticipation of eventual Fed tightening. Investors' increased appetite for credit risk helped corporates overcome record levels of new issuance and the Enron-related fallout. Mortgages, meanwhile, benefited from reduced prepayment risk, as higher interest rates dramatically slowed refinancing activity. The Lehman Brothers Mortgage-Backed Securities and Credit Bond indexes returned 1.06% and 0.62%, respectively, while the Lehman Brothers U.S. Agency and Treasury indexes returned -0.51% and -1.61%, respectively.

Semiannual Report

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)
An interview with Richard Habermann, Portfolio Manager of Asset Manager: Aggressive

Q. How did the fund perform, Dick?

A. It fared quite well. For the six months ending March 31, 2002, the fund returned 15.40%, outpacing the Fidelity Asset Manager: Aggressive Composite Index, which returned 9.37%. The fund also topped the flexible portfolio funds average tracked by Lipper Inc., which returned 7.06%. For the one-year period ending March 31, 2002, the fund returned -1.84%, while the Composite index and Lipper average returned 1.22% and 1.16%, respectively.

Q. What helped the fund beat its benchmarks during the past six months?

A. Strong stock picking was the primary contributor. Asset allocation, while generally neutral for the period at just under 85% in equities, also helped. The fund was modestly underweighted in equities relative to the index in the immediate aftermath of September 11. While this de-emphasis worked given the market's weakness at that time, my decision to become more aggressive and raise our equity weighting in the fourth quarter also helped, as stocks snapped back in anticipation of an economic recovery. We then benefited from assuming a more cautious stance heading into 2002 by scaling back on equities as valuations began to look stretched, given little-to-no improvement in company fundamentals and concerns about the Enron debacle. Raising our exposure to high-yield securities - which we felt were oversold amid the flight to quality in government bonds following 9/11 - also bolstered our allocation strategy. High-yield bonds rebounded strongly from their September lows, as economic and issuer levels improved. By focusing exclusively on high-yield securities rather than poorer-performing investment-grade bonds and cash, we widened our performance advantage over both the index and peer average.

Q. What drove the fund's equity holdings?

A. The equity portion of the fund handily beat the S&P 500 during the period. The fund's aggressive orientation served it well during the first half of the period, as growth stocks returned to favor. Bahaa Fam - who directed the fund's equity investments - tends to have a larger exposure to the more volatile stocks in growth-oriented sectors that he feels will perform well over an 18- to 24-month horizon. Feeling the stage was set for an economic recovery after 9/11, Bahaa raised his exposure to several smaller-sized companies with excellent long-term growth characteristics at very attractive prices. Technology hardware was his primary focus, most notably mid-cap semiconductor-related companies with a long history of cyclical improvement. Teradyne - an example of this group - was easily the fund's top contributor, followed by a handful of other chip stocks including Cypress Semiconductor, Fairchild Semiconductor and QLogic that bounced back sharply from their September lows anticipating an eventual pick-up in capital spending. He sold some of these stocks as they rallied to lock in profits. All told, the fund's tech holdings performed almost twice as well as the average tech stock in the S&P®. Similar performance was achieved by the fund's energy holdings. We purchased shares in a number of energy services and equipment providers not represented in the index, particularly oil and natural gas drillers that we felt were cheap given increased interest in domestic energy exploration. Nabors Industries, Noble Drilling and BJ Services were big winners for us.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Q. What other moves influenced performance?

A. Retailers also helped us, particularly our overweighting in Best Buy, which gained from a robust consumer electronics cycle. Switching to detractors, while we benefited from exiting early from some companies that experienced severe financial stress, including those with overly complex accounting structures, such as Enron and Tyco International, we weren't fully immune to the dramatic falloff in these stocks. Graphics-chip maker NVIDIA suffered from several factors, including questions from the Securities and Exchange Commission regarding the firm's accounting practices and an unsuccessful attempt to gain an important Intel product license.

Q. How did the fund's fixed-income investments fare?

A. While our fixed-income subportfolio outperformed the Lehman Brothers Aggregate Bond Index, the fund's high-yield holdings - managed by Matt Conti - had the most influence on returns. Since the fund's bond exposure was limited to high yield, the investment-grade portion - run by Charlie Morrison - was not utilized during the period. High-yield bonds, after suffering one of the worst monthly performances in their history in September, rallied strongly behind improved economic indicators, issuer fundamentals and overall credit quality, among other factors. Performance benefited from the high coupon income received during the period and from the capital appreciation of our investments. Matt extended his lead over the Lehman Brothers index by focusing on sectors that had big recoveries, namely hotels and airlines. Maintaining a higher-quality, income-focused structure in the fund also helped in a period of high default rates. Another key was boosting the fund's weighting in defensive areas such as cable television and homebuilding, which performed well, while shedding exposure to a weak telecommunications sector. Given its conservative nature, the strategic cash portion of the fund, managed by John Todd, did what it's designed to do - provide reasonably steady returns to help offset capital market volatility.

Q. What's your outlook?

A. There are more signs of stability in the economy today than there were earlier in the period. However, I'm concerned about near-term stock performance given the price risk if the economic recovery fails to solidify and corporate earnings don't improve. While I remain optimistic about high-yield securities given their attractive coupons and still-cheap relative valuations, I've become less positive of late given their recent strong performance.

Semiannual Report

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

Fund Facts

Goal: seeks to maximize total return over the long term by allocating its assets among stocks, bonds, short-term instruments and other investments

Fund number: 347

Trading symbol: FAMRX

Start date: September 24, 1999

Size: as of March 31, 2002, more than $277 million

Manager: Richard Habermann, since inception; manager, Fidelity Asset Manager, Fidelity Asset Manager: Income and Fidelity Asset Manager: Growth, since 1996; Fidelity Trend Fund, 1977-1982; Fidelity Magellan Fund, 1972-
1977; joined Fidelity in 1968

3

Dick Habermann discusses a recovery in equities:

"I'm still looking for a catalyst to get equities back on track. It would be highly unusual for stocks to underperform bonds for a third straight year. In fact, if you look back at post-World War II history, excluding 2000-01, there was only one instance in which we had even back-to-back down years in the S&P 500. While the probability is slim for stocks to pull off a three-peat, it's not impossible. We're already seeing the factors driving economic growth in recent months begin to show signs of reversing. Among the key drivers were low interest rates, low energy prices and a huge mortgage-refinancing boom that has since ended. This reversal may, in fact, take some steam out of the once-resilient consumer, leaving corporations to pick up the slack by boosting capital expenditures. The problem is, corporations are still very cautious given uncertainty about earnings - the lifeblood of capital spending - and are thus unlikely to step in and fill the void. Exports, given a continued strong dollar, might not provide much help either. So, as the inventory correction nears an end in most sectors, particularly technology, there needs to be a resurgence in end demand from businesses to help grow earnings, strengthen the economy and power stock prices from today's still-lofty levels."

Note to shareholders: Effective April 1, 2002, Jeff Moore assumed responsibility for managing the fund's investment-grade bond subportfolio.

Semiannual Report

Investment Changes

Top Ten Stocks as of March 31, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

Teradyne, Inc.

5.9

2.7

Nabors Industries, Inc.

4.6

0.3

Noble Drilling Corp.

4.4

0.0

Vishay Intertechnology, Inc.

4.3

2.5

ASML Holding NV (NY Shares)

4.1

0.0

Lowe's Companies, Inc.

4.0

0.6

MedImmune, Inc.

3.9

1.3

Best Buy Co., Inc.

3.9

1.6

IDEC Pharmaceuticals Corp.

3.9

1.4

Cypress Semiconductor Corp.

3.1

2.1

42.1

Market Sectors as of March 31, 2002

(stocks only)

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

25.9

15.3

Consumer Discretionary

13.9

12.4

Financials

11.7

12.9

Health Care

11.4

14.4

Energy

10.5

4.6

Consumer Staples

4.2

4.9

Telecommunication Services

4.1

6.3

Industrials

3.5

9.0

Materials

0.9

0.9

Utilities

0.0

1.3

Asset Allocation (% of fund's net assets)

As of March 31, 2002 *

As of September 30, 2001 **

Stock Class 87.0%

Stock Class 82.0%

Bond Class 11.4%

Bond Class 15.7%

Short-term Class 1.6%

Short-term Class 2.3%

* Foreign investments

4.5%

** Foreign investments

5.6%



Asset allocations in the pie charts reflect the categorization of assets as defined in the fund's prospectus in effect as of the time periods indicated above. Financial statement categorizations conform to accounting standards and will differ from the pie chart.

Semiannual Report

Investments March 31, 2002 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 85.8%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 13.6%

Household Durables - 1.9%

Ryland Group, Inc.

58,400

$ 5,267,680

Media - 2.3%

Comcast Corp. Class A (special) (a)

102,700

3,265,860

EchoStar Communications Corp. Class A (a)

36,000

1,019,520

Gemstar-TV Guide International, Inc. (a)

134,000

1,981,860

6,267,240

Multiline Retail - 1.0%

Saks, Inc. (a)

24,300

319,545

Wal-Mart Stores, Inc.

40,300

2,469,987

2,789,532

Specialty Retail - 7.9%

Best Buy Co., Inc. (a)

136,300

10,794,960

Lowe's Companies, Inc.

256,400

11,150,836

21,945,796

Textiles & Apparel - 0.5%

Coach, Inc. (a)

27,400

1,389,454

TOTAL CONSUMER DISCRETIONARY

37,659,702

CONSUMER STAPLES - 4.2%

Beverages - 0.5%

The Coca-Cola Co.

25,900

1,353,534

Food & Drug Retailing - 0.1%

Rite Aid Corp. (a)

39,000

135,330

Personal Products - 1.9%

Gillette Co.

156,400

5,319,164

Tobacco - 1.7%

Philip Morris Companies, Inc.

91,300

4,808,771

TOTAL CONSUMER STAPLES

11,616,799

ENERGY - 10.5%

Energy Equipment & Services - 10.5%

BJ Services Co. (a)

66,500

2,292,255

ENSCO International, Inc.

55,300

1,666,742

Nabors Industries, Inc. (a)

300,400

12,691,900

Noble Drilling Corp. (a)

292,600

12,110,714

Weatherford International, Inc. (a)

6,070

289,114

29,050,725

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - 0.0%

Valero Energy Corp.

1,300

$ 64,376

TOTAL ENERGY

29,115,101

FINANCIALS - 11.7%

Banks - 4.6%

Bank of America Corp.

70,300

4,781,806

North Fork Bancorp, Inc.

118,400

4,210,304

Silicon Valley Bancshares (a)

122,600

3,708,650

12,700,760

Diversified Financials - 5.4%

Bear Stearns Companies, Inc.

95,900

6,017,725

Charles Schwab Corp.

292,500

3,828,825

Lehman Brothers Holdings, Inc.

79,200

5,119,488

14,966,038

Insurance - 1.7%

American International Group, Inc.

59,100

4,263,474

Brown & Brown, Inc.

18,700

587,180

4,850,654

TOTAL FINANCIALS

32,517,452

HEALTH CARE - 11.4%

Biotechnology - 8.2%

IDEC Pharmaceuticals Corp. (a)

167,220

10,752,246

MedImmune, Inc. (a)

276,900

10,890,477

Millennium Pharmaceuticals, Inc. (a)

52,700

1,175,737

22,818,460

Pharmaceuticals - 3.2%

Forest Laboratories, Inc. (a)

31,800

2,598,060

Johnson & Johnson

32,500

2,110,875

Mylan Laboratories, Inc.

75,000

2,209,500

Wyeth

28,500

1,871,025

8,789,460

TOTAL HEALTH CARE

31,607,920

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - 3.5%

Aerospace & Defense - 1.4%

Lockheed Martin Corp.

67,300

$ 3,875,134

Construction & Engineering - 2.1%

Jacobs Engineering Group, Inc. (a)

81,600

5,817,264

TOTAL INDUSTRIALS

9,692,398

INFORMATION TECHNOLOGY - 25.9%

Communications Equipment - 2.0%

JDS Uniphase Corp. (a)

884,200

5,207,938

Polycom, Inc. (a)

14,200

349,320

5,557,258

Electronic Equipment & Instruments - 5.8%

Agilent Technologies, Inc. (a)

120,700

4,219,672

Vishay Intertechnology, Inc. (a)

588,900

11,978,226

16,197,898

Internet Software & Services - 0.1%

Overture Services, Inc. (a)

10,600

295,952

Semiconductor Equipment & Products - 17.7%

ASML Holding NV (NY Shares) (a)

446,400

11,325,168

Cypress Semiconductor Corp. (a)

368,800

8,482,400

LAM Research Corp. (a)

142,600

4,181,032

Lattice Semiconductor Corp. (a)

20,300

355,859

Micron Technology, Inc. (a)

73,600

2,421,440

NVIDIA Corp. (a)

133,300

5,913,188

Teradyne, Inc. (a)

412,600

16,268,811

48,947,898

Software - 0.3%

Adobe Systems, Inc.

23,800

958,902

TOTAL INFORMATION TECHNOLOGY

71,957,908

MATERIALS - 0.9%

Containers & Packaging - 0.9%

Ball Corp.

50,606

2,389,615

TELECOMMUNICATION SERVICES - 4.1%

Diversified Telecommunication Services - 4.1%

ALLTEL Corp.

53,500

2,971,925

Common Stocks - continued

Shares

Value (Note 1)

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

AT&T Corp.

235,600

$ 3,698,920

SBC Communications, Inc.

128,900

4,826,016

11,496,861

TOTAL COMMON STOCKS

(Cost $218,694,911)

238,053,756

Nonconvertible Preferred Stocks - 0.3%

CONSUMER DISCRETIONARY - 0.3%

Media - 0.3%

CSC Holdings, Inc. Series M, $11.125
(Cost $815,983)

7,693

792,379

Corporate Bonds - 11.7%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Convertible Bonds - 0.0%

HEALTH CARE - 0.0%

Health Care Providers & Services - 0.0%

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

Ba1

$ 30,000

29,100

Nonconvertible Bonds - 11.7%

CONSUMER DISCRETIONARY - 4.4%

Auto Components - 0.2%

ArvinMeritor, Inc. 8.75% 3/1/12

Baa3

90,000

93,600

Delco Remy International, Inc. 11% 5/1/09

B2

110,000

99,000

Goodyear Tire & Rubber Co.:

6.625% 12/1/06

Baa3

50,000

47,250

7.857% 8/15/11

Baa3

120,000

116,400

8.5% 3/15/07

Baa3

30,000

30,300

Lear Corp. 8.11% 5/15/09

Ba1

75,000

77,250

463,800

Hotels, Restaurants & Leisure - 1.1%

Alliance Gaming Corp. 10% 8/1/07

B3

40,000

42,100

Bally Total Fitness Holding Corp. 9.875% 10/15/07

B2

165,000

164,175

Boyd Gaming Corp. 9.25% 10/1/03

Ba3

60,000

62,100

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

Capstar Hotel Co. 8.75% 8/15/07

Ba3

$ 10,000

$ 9,850

Circus Circus Enterprises, Inc.:

6.45% 2/1/06

Ba2

70,000

67,288

6.75% 7/15/03

Ba3

40,000

39,900

Coast Hotels & Casinos, Inc. 9.5% 4/1/09 (g)

B3

60,000

63,300

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

B1

10,000

10,313

Domino's, Inc. 10.375% 1/15/09

B3

240,000

260,400

Florida Panthers Holdings, Inc. 9.875% 4/15/09

B2

120,000

127,200

Friendly Ice Cream Corp. 10.5% 12/1/07

B3

70,000

67,200

Hilton Hotels Corp. 7.625% 5/15/08

Ba1

60,000

58,800

HMH Properties, Inc. 7.875% 8/1/05

Ba3

210,000

207,900

Hollywood Park, Inc. 9.25% 2/15/07

Caa1

70,000

66,500

International Game Technology 7.875% 5/15/04

Ba1

95,000

97,850

ITT Corp.:

6.75% 11/15/05

Ba1

100,000

99,000

7.375% 11/15/15

Ba1

120,000

112,800

Mandalay Resort Group 10.25% 8/1/07

Ba3

170,000

184,025

Mirage Resorts, Inc.:

6.75% 8/1/07

Ba1

70,000

67,655

7.25% 10/15/06

Ba1

150,000

149,697

Mohegan Tribal Gaming Authority:

8% 4/1/12 (g)

Ba3

90,000

89,550

8.125% 1/1/06

Ba2

120,000

123,000

Park Place Entertainment Corp.:

7.875% 12/15/05

Ba2

240,000

241,200

7.875% 3/15/10 (g)

Ba2

90,000

89,213

Resorts International Hotel & Casino, Inc. 11.5% 3/15/09 (g)

B2

130,000

122,850

Sun International Hotels Ltd./Sun International North America, Inc.:

8.875% 8/15/11

Ba3

90,000

91,575

yankee 8.625% 12/15/07

B2

10,000

10,150

Tricon Global Restaurants, Inc.:

8.5% 4/15/06

Ba1

90,000

93,375

8.875% 4/15/11

Ba1

110,000

116,600

2,935,566

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Household Durables - 0.3%

D.R. Horton, Inc. 8% 2/1/09

Ba1

$ 100,000

$ 98,500

Juno Lighting, Inc. 11.875% 7/1/09

B3

70,000

73,150

K. Hovnanian Enterprises, Inc. 8.875% 4/1/12 (g)

B2

130,000

126,425

Kaufman & Broad Home Corp. 7.75% 10/15/04

Ba2

70,000

71,925

Kinetic Concepts, Inc. 9.625% 11/1/07

B3

130,000

134,550

Lennar Corp. 9.95% 5/1/10

Ba1

120,000

133,800

Ryland Group, Inc. 9.75% 9/1/10

Ba2

50,000

54,250

WCI Communities, Inc. 10.625% 2/15/11

B1

100,000

108,000

800,600

Internet & Catalog Retail - 0.0%

Amazon.com, Inc. 0% 5/1/08 (e)

B3

50,000

42,500

J. Crew Group, Inc. 0% 10/15/08 (e)

Caa3

140,000

88,200

130,700

Leisure Equipment & Products - 0.1%

Hasbro, Inc.:

5.6% 11/1/05

Ba3

80,000

74,200

7.95% 3/15/03

Ba3

170,000

173,400

Hockey Co. 11.25% 4/15/09 (g)

B2

65,000

65,813

313,413

Media - 1.9%

Adelphia Communications Corp.:

7.5% 1/15/04

B2

100,000

91,000

9.25% 10/1/02

B2

105,000

101,850

10.25% 11/1/06

B2

170,000

154,700

10.5% 7/15/04

B2

145,000

140,650

AMC Entertainment, Inc.:

9.5% 3/15/09

Caa3

20,000

19,900

9.875% 2/1/12 (g)

Caa3

110,000

110,550

American Media Operations, Inc.:

10.25% 5/1/09

B2

40,000

41,400

10.25% 5/1/09 (g)

B2

110,000

113,850

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

0% 1/15/10 (e)

B2

20,000

13,700

0% 5/15/11 (e)

B2

530,000

307,400

8.25% 4/1/07

B2

10,000

9,150

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

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

8.625% 4/1/09

B2

$ 255,000

$ 232,050

9.625% 11/15/09

B2

100,000

95,500

9.625% 11/15/09 (g)

B2

170,000

161,500

10.25% 1/15/10

B2

100,000

98,000

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

Caa2

205,000

200,900

Corus Entertainment, Inc. 8.75% 3/1/12 (g)

B1

50,000

51,750

CSC Holdings, Inc.:

9.875% 4/1/23

BB-

100,000

106,000

10.5% 5/15/16

Ba3

275,000

305,250

EchoStar DBS Corp.:

9.125% 1/15/09 (g)

B1

40,000

41,100

9.25% 2/1/06

B1

25,000

25,625

Entravision Communications Corp. 8.125% 3/15/09 (g)

B3

30,000

30,338

Fox Family Worldwide, Inc.:

9.25% 11/1/07

Baa1

495,000

524,700

10.25% 11/1/07 (f)

Baa1

20,000

21,400

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

B2

500,000

505,000

FrontierVision Operating Partners LP/FrontierVision Capital Corp. 11% 10/15/06

B2

80,000

82,200

Granite Broadcasting Corp. 10.375% 5/15/05

Ca

20,000

18,400

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

B1

70,000

63,700

Lamar Media Corp. 9.25% 8/15/07

B1

80,000

83,600

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

B2

340,000

329,800

Pegasus Satellite Communications, Inc. 12.375% 8/1/06

B3

140,000

98,000

PRIMEDIA, Inc. 8.875% 5/15/11

Ba3

70,000

62,300

Radio One, Inc. 8.875% 7/1/11

B3

145,000

152,250

Regal Cinemas Corp. 9.375% 2/1/12 (g)

B3

110,000

115,500

Satelites Mexicanos SA de CV 6.38% 6/30/04 (g)(h)

B1

120,000

106,800

Sinclair Broadcast Group, Inc.:

8% 3/15/12 (g)

B2

180,000

178,650

8.75% 12/15/07

B2

60,000

61,800

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

Spanish Broadcasting System, Inc. 9.625% 11/1/09

B3

$ 70,000

$ 73,063

Telemundo Holdings, Inc. 0% 8/15/08 (e)

B3

328,000

324,720

Yell Finance BV 10.75% 8/1/11

B2

120,000

129,600

5,383,646

Multiline Retail - 0.3%

Dillard's, Inc.:

6.125% 11/1/03

Ba1

50,000

49,000

6.39% 8/1/03

Ba1

120,000

118,200

6.43% 8/1/04

Ba1

30,000

29,325

6.875% 6/1/05

Ba1

20,000

19,200

7.375% 6/1/06

Ba1

20,000

19,400

JCPenney Co., Inc.:

6.125% 11/15/03

Ba2

60,000

58,800

6.5% 6/15/02

Ba2

110,000

109,450

6.9% 8/15/26

Ba2

160,000

153,600

7.25% 4/1/02

Ba2

35,000

34,825

7.95% 4/1/17

Ba2

30,000

25,200

Saks, Inc.:

7.25% 12/1/04

B1

20,000

19,750

9.875% 10/1/11

B1

125,000

129,688

766,438

Specialty Retail - 0.3%

AutoNation, Inc. 9% 8/1/08

Ba2

60,000

63,150

Gap, Inc.:

5.625% 5/1/03

Ba3

230,000

223,100

8.15% 12/15/05 (f)(g)

Ba3

140,000

135,100

8.8% 12/15/08 (f)(g)

Ba3

60,000

58,200

Michaels Stores, Inc. 9.25% 7/1/09

Ba2

120,000

127,800

Office Depot, Inc. 10% 7/15/08

Ba1

90,000

99,900

United Auto Group, Inc. 9.625% 3/15/12 (g)

B3

50,000

51,250

United Rentals, Inc.:

8.8% 8/15/08

B2

50,000

50,500

9% 4/1/09

B2

20,000

20,400

9.25% 1/15/09

B2

110,000

113,025

942,425

Textiles & Apparel - 0.2%

Levi Strauss & Co. 6.8% 11/1/03

B2

270,000

263,250

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Textiles & Apparel - continued

The William Carter Co. 10.875% 8/15/11

B3

$ 90,000

$ 96,525

Tommy Hilfiger USA, Inc. 6.5% 6/1/03

Ba1

170,000

168,725

528,500

TOTAL CONSUMER DISCRETIONARY

12,265,088

CONSUMER STAPLES - 0.3%

Beverages - 0.1%

Canandaigua Brands, Inc. 8.625% 8/1/06

Ba2

70,000

74,025

Constellation Brands, Inc. 8.125% 1/15/12

Ba3

120,000

122,400

Cott Beverages, Inc. 8% 12/15/11 (g)

B2

90,000

91,125

287,550

Food & Drug Retailing - 0.1%

Great Atlantic & Pacific Tea, Inc.:

7.75% 4/15/07

B2

60,000

59,775

9.125% 12/15/11

B2

70,000

73,150

Pathmark Stores, Inc. 8.75% 2/1/12 (g)

B2

50,000

51,750

184,675

Food Products - 0.1%

Dean Foods Co.:

6.75% 6/15/05

B1

90,000

90,000

6.9% 10/15/17

B1

160,000

136,000

8.15% 8/1/07

B1

130,000

130,650

Del Monte Corp. 9.25% 5/15/11

B3

20,000

21,000

377,650

Household Products - 0.0%

Fort James Corp. 6.875% 9/15/07

Baa3

30,000

28,050

TOTAL CONSUMER STAPLES

877,925

ENERGY - 0.7%

Energy Equipment & Services - 0.2%

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

B1

125,000

127,500

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

Ba3

100,000

104,000

Key Energy Services, Inc.:

8.375% 3/1/08

Ba3

40,000

41,000

Series B, 8.375% 3/1/08

Ba3

160,000

164,000

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

ENERGY - continued

Energy Equipment & Services - continued

Parker Drilling Co. 9.75% 11/15/06

B1

$ 110,000

$ 112,750

549,250

Oil & Gas - 0.5%

Chesapeake Energy Corp.:

7.875% 3/15/04

B1

220,000

222,200

8.125% 4/1/11

B1

460,000

461,150

Cross Timbers Oil Co.:

8.75% 11/1/09

Ba3

50,000

52,500

9.25% 4/1/07

Ba3

115,000

120,750

Forest Oil Corp. 8% 6/15/08

Ba3

85,000

87,338

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

B2

40,000

41,800

Pennzoil-Quaker State Co.:

6.75% 4/1/09

Ba2

10,000

10,250

9.4% 12/1/02 (f)

Ba2

20,000

20,400

10% 11/1/08 (g)

Ba3

170,000

197,200

Plains Resources, Inc. 10.25% 3/15/06

B2

10,000

10,350

Pogo Producing Co. 8.25% 4/15/11

B1

130,000

135,850

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

BBB

50,000

54,625

Triton Energy Ltd./Triton Energy Corp. 9.25% 4/15/05

Baa2

50,000

54,625

1,469,038

TOTAL ENERGY

2,018,288

FINANCIALS - 1.0%

Banks - 0.1%

Capital One Bank 6.7% 5/15/08

Baa2

20,000

21,038

Sovereign Bancorp, Inc.:

8.625% 3/15/04

Ba2

300,000

309,750

10.5% 11/15/06

Ba2

70,000

76,650

407,438

Diversified Financials - 0.5%

Armkel Finance, Inc. 9.5% 8/15/09

B2

70,000

74,900

BRL Universal Equipment 2001 A LP/BRL Universal Equipment Corp. 8.875% 2/15/08

Ba3

170,000

175,100

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financials - continued

Capital One Financial Corp.:

7.25% 12/1/03

Baa3

$ 20,000

$ 19,800

7.25% 5/1/06

Baa3

70,000

65,800

8.75% 2/1/07

Baa3

20,000

19,800

Continental Airlines, Inc.:

pass thru trust certificate:

6.795% 8/2/18

Baa3

19,803

18,326

7.256% 9/15/21

Baa1

17,699

17,108

6.9% 1/2/17

Baa3

38,102

35,085

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

Ba3

100,000

98,250

Delta Air Lines, Inc. pass thru trust certificate 7.92% 5/18/12

A3

50,000

49,290

El Paso Energy Partners LP/El Paso Energy Partners Finance Corp. 8.5% 6/1/11

B1

75,000

77,250

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

Ba3

30,000

29,850

GS Escrow Corp. 7% 8/1/03

Ba1

115,000

116,157

IOS Capital, Inc. 9.75% 6/15/04

Baa2

110,000

111,100

Mediacom Broadband LLC/Mediacom Broadband Corp. 11% 7/15/13

B2

160,000

177,600

Meditrust Exercisable Put Options Securities Trust 7.114% 8/15/04 (g)

Ba3

20,000

19,600

Qwest Capital Funding, Inc. 5.875% 8/3/04

Baa3

110,000

93,687

SESI LLC 8.875% 5/15/11

B1

100,000

100,000

Stone Container Finance Co. yankee 11.5% 8/15/06 (g)

B2

15,000

16,275

U.S. West Capital Funding, Inc. 6.25% 7/15/05

Baa3

110,000

94,973

Xerox Capital (Europe) PLC 5.75% 5/15/02

Ba1

100,000

98,000

1,507,951

Real Estate - 0.4%

iStar Financial, Inc. 8.75% 8/15/08

Ba1

125,000

125,625

LNR Property Corp.:

9.375% 3/15/08

Ba3

55,000

55,550

10.5% 1/15/09

Ba3

30,000

31,500

Meditrust Corp.:

7% 8/15/07

Ba3

40,000

37,800

7.82% 9/10/26

Ba3

315,000

315,000

MeriStar Hospitality Corp. 9% 1/15/08

Ba3

130,000

132,600

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

FINANCIALS - continued

Real Estate - continued

Senior Housing Properties Trust 8.625% 1/15/12

Ba2

$ 130,000

$ 134,550

Toll Corp. 8.25% 12/1/11

Ba2

140,000

140,700

973,325

TOTAL FINANCIALS

2,888,714

HEALTH CARE - 0.8%

Health Care Providers & Services - 0.7%

AdvancePCS 8.5% 4/1/08

B1

175,000

185,500

Alderwoods Group, Inc.:

11% 1/2/07

-

40,000

40,400

12.25% 1/2/09

-

25,000

26,969

Beverly Enterprises, Inc.:

9% 2/15/06

B1

10,000

9,950

9.625% 4/15/09

B1

20,000

20,500

Columbia/HCA Healthcare Corp. 6.73% 7/15/45

Ba1

165,000

166,650

DaVita, Inc. 9.25% 4/15/11

B2

70,000

81,900

Dynacare, Inc. yankee 10.75% 1/15/06

B2

20,000

20,700

Express Scripts, Inc. 9.625% 6/15/09

Ba1

30,000

33,000

Hanger Orthopedic Group, Inc. 10.375% 2/15/09 (g)

B2

40,000

42,000

HCA, Inc.:

7.875% 2/1/11

Ba1

15,000

15,563

8.75% 9/1/10

Ba1

85,000

92,225

HealthSouth Corp. 6.875% 6/15/05

Ba1

60,000

59,700

Owen & Minor, Inc. 8.5% 7/15/11

Ba3

70,000

73,150

Rotech Healthcare, Inc. 9.5% 4/1/12 (g)

B2

40,000

41,300

Service Corp. International (SCI):

6% 12/15/05

B1

90,000

82,350

6.3% 3/15/03

B1

130,000

124,800

7.2% 6/1/06

B1

130,000

122,850

7.375% 4/15/04

B1

310,000

305,350

Triad Hospitals Holdings, Inc. 11% 5/15/09

B2

95,000

105,925

Triad Hospitals, Inc. 8.75% 5/1/09

B1

150,000

159,000

Vanguard Health Systems, Inc. 9.75% 8/1/11

B3

130,000

137,150

1,946,932

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

HEALTH CARE - continued

Pharmaceuticals - 0.1%

aaiPharma, Inc. 11% 4/1/10 (g)

Caa1

$ 100,000

$ 100,000

Biovail Corp. 7.875% 4/1/10

B2

65,000

64,594

164,594

TOTAL HEALTH CARE

2,111,526

INDUSTRIALS - 1.1%

Aerospace & Defense - 0.1%

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

B2

130,000

137,800

BE Aerospace, Inc.:

8% 3/1/08

B3

30,000

27,600

9.5% 11/1/08

B1

60,000

56,400

Sequa Corp. 8.875% 4/1/08

Ba3

75,000

72,000

293,800

Airlines - 0.3%

AMR Corp. 9% 8/1/12

B1

30,000

29,100

Continental Airlines, Inc. 8% 12/15/05

B3

160,000

150,800

Delta Air Lines, Inc.:

6.65% 3/15/04

Ba3

70,000

67,900

7.7% 12/15/05

Ba3

110,000

106,150

7.9% 12/15/09

Ba3

70,000

66,500

8.3% 12/15/29

Ba3

50,000

42,500

Northwest Airlines, Inc.:

7.625% 3/15/05

B2

50,000

47,000

8.375% 3/15/04

B2

50,000

48,000

8.52% 4/7/04

B2

10,000

9,625

8.875% 6/1/06

B2

20,000

19,100

9.875% 3/15/07

B2

90,000

88,425

United Air Lines, Inc.:

9% 12/15/03

Caa1

50,000

41,750

10.67% 5/1/04

Caa1

10,000

7,700

724,550

Commercial Services & Supplies - 0.3%

Allied Waste North America, Inc.:

7.375% 1/1/04

Ba3

145,000

145,000

8.5% 12/1/08 (g)

Ba3

220,000

220,000

10% 8/1/09

B2

105,000

107,100

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Commercial Services & Supplies - continued

Browning-Ferris Industries, Inc. 6.375% 1/15/08

Ba3

$ 25,000

$ 22,750

Coinmach Corp. 9% 2/1/10 (g)

B2

100,000

103,500

Iron Mountain, Inc.:

8.625% 4/1/13

B2

140,000

144,900

8.75% 9/30/09

B2

75,000

77,625

Mail-Well I Corp. 9.625% 3/15/12 (g)

B1

60,000

61,800

882,675

Machinery - 0.2%

AGCO Corp. 9.5% 5/1/08

Ba3

100,000

108,000

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

B2

130,000

133,900

Dunlop Standard Aerospace Holdings PLC yankee 11.875% 5/15/09

B3

160,000

163,200

Joy Global, Inc. 8.75% 3/15/12 (g)

B2

30,000

30,900

Navistar International Corp. 9.375% 6/1/06

Ba1

40,000

42,200

Terex Corp. 8.875% 4/1/08

B2

110,000

112,200

590,400

Marine - 0.1%

Teekay Shipping Corp. 8.875% 7/15/11

Ba2

270,000

283,500

Road & Rail - 0.1%

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

Ba2

70,000

75,600

TFM SA de CV yankee:

0% 6/15/09 (e)

B1

165,000

153,863

10.25% 6/15/07

B1

30,000

28,200

Williams Scotsman, Inc. 9.875% 6/1/07 (g)

B3

110,000

110,963

368,626

TOTAL INDUSTRIALS

3,143,551

INFORMATION TECHNOLOGY - 0.6%

Communications Equipment - 0.2%

Avaya, Inc. 11.125% 4/1/09

Ba2

90,000

88,200

Crown Castle International Corp.:

9.375% 8/1/11

B3

270,000

226,800

9.5% 8/1/11

B3

45,000

37,800

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

Crown Castle International Corp.: - continued

10.75% 8/1/11

B3

$ 30,000

$ 26,700

L-3 Communications Corp. 8% 8/1/08

Ba3

75,000

77,250

456,750

Electronic Equipment & Instruments - 0.2%

Fisher Scientific International, Inc. 9% 2/1/08

B3

125,000

129,688

Flextronics International Ltd. yankee 8.75% 10/15/07

Ba2

105,000

107,100

Ingram Micro, Inc. 9.875% 8/15/08

Ba2

130,000

137,150

Solectron Corp. 9.625% 2/15/09

Ba1

70,000

69,475

443,413

IT Consulting & Services - 0.1%

Unisys Corp. 8.125% 6/1/06

Ba1

180,000

183,600

Office Electronics - 0.0%

Mediacom LLC/Mediacom Capital Corp. 9.5% 1/15/13

B2

100,000

103,500

Semiconductor Equipment & Products - 0.1%

Amkor Technology, Inc.:

9.25% 5/1/06

B1

160,000

158,800

9.25% 2/15/08

B1

70,000

68,950

Fairchild Semiconductor Corp. 10.375% 10/1/07

B2

100,000

106,750

334,500

TOTAL INFORMATION TECHNOLOGY

1,521,763

MATERIALS - 1.3%

Chemicals - 0.4%

Foamex LP/Foamex Capital Corp. 10.75% 4/1/09 (g)

B3

55,000

56,100

Georgia Gulf Corp. 10.375% 11/1/07

B2

125,000

132,500

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

B3

80,000

81,200

IMC Global, Inc.:

10.875% 6/1/08

Ba1

30,000

33,150

11.25% 6/1/11

Ba1

30,000

33,150

Lyondell Chemical Co.:

9.625% 5/1/07

Ba3

70,000

71,225

9.875% 5/1/07

Ba3

100,000

102,000

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MATERIALS - continued

Chemicals - continued

Methanex Corp. yankee 7.75% 8/15/05

Ba1

$ 130,000

$ 127,400

OM Group, Inc. 9.25% 12/15/11 (g)

B3

180,000

188,550

Quaker State Corp. 6.625% 10/15/05

Ba2

130,000

133,575

958,850

Containers & Packaging - 0.4%

Applied Extrusion Technologies, Inc. 10.75% 7/1/11

B2

150,000

159,000

Graphic Packaging Corp. 8.625% 2/15/12 (g)

B2

30,000

31,050

Owens-Brockway Glass Container, Inc. 8.875% 2/15/09 (g)

B2

150,000

152,625

Owens-Illinois, Inc.:

7.15% 5/15/05

B3

40,000

38,600

7.35% 5/15/08

B3

10,000

9,175

7.5% 5/15/10

B3

20,000

18,000

7.8% 5/15/18

B3

180,000

148,950

7.85% 5/15/04

B3

40,000

38,900

Riverwood International Corp.:

10.25% 4/1/06

B-

150,000

155,250

10.875% 4/1/08

Caa1

90,000

93,375

Sealed Air Corp.:

6.95% 5/15/09 (g)

Baa3

300,000

279,000

8.75% 7/1/08 (g)

Baa3

50,000

51,500

1,175,425

Metals & Mining - 0.4%

AK Steel Corp.:

7.875% 2/15/09

B1

115,000

115,000

9.125% 12/15/06

B1

15,000

15,525

Century Aluminum Co. 11.75% 4/15/08

Ba3

40,000

42,400

Luscar Coal Ltd. 9.75% 10/15/11 (g)

Ba3

60,000

64,500

P&L Coal Holdings Corp. 9.625% 5/15/08

B1

385,000

410,988

Phelps Dodge Corp.:

7.125% 11/1/27

Baa3

80,000

58,400

8.75% 6/1/11

Baa3

120,000

119,400

9.5% 6/1/31

Baa3

110,000

104,500

Steel Dynamics, Inc. 9.5% 3/15/09 (g)

B2

50,000

51,500

982,213

Paper & Forest Products - 0.1%

Container Corp. of America 9.75% 4/1/03

B2

29,000

29,870

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MATERIALS - continued

Paper & Forest Products - continued

Georgia-Pacific Group:

7.5% 5/15/06

Baa3

$ 20,000

$ 19,550

8.125% 5/15/11

Baa3

40,000

39,200

8.875% 5/15/31

Baa3

60,000

55,800

Louisiana-Pacific Corp.:

8.5% 8/15/05

Ba1

40,000

41,200

10.875% 11/15/08

Ba2

30,000

32,100

Stone Container Corp. 9.75% 2/1/11

B2

105,000

113,400

331,120

TOTAL MATERIALS

3,447,608

TELECOMMUNICATION SERVICES - 0.8%

Diversified Telecommunication Services - 0.3%

Centennial Cellular Operating Co. LLC/Centennial Finance Corp. 10.75% 12/15/08

B3

195,000

105,300

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

Ba1

250,000

168,750

Insight Midwest LP/Insight Capital, Inc. 10.5% 11/1/10

B1

110,000

118,250

Price Communications Wireless, Inc.:

9.125% 12/15/06

Baa2

200,000

208,000

11.75% 7/15/07

Baa3

120,000

128,100

Tritel PCS, Inc. 10.375% 1/15/11

B3

90,000

100,800

Triton PCS, Inc. 9.375% 2/1/11

B3

105,000

101,850

931,050

Wireless Telecommunication Services - 0.5%

American Tower Corp. 9.375% 2/1/09

B3

90,000

66,600

Echostar Broadband Corp. 10.375% 10/1/07

B1

555,000

595,238

Nextel Communications, Inc. 0% 10/31/07 (e)

B1

380,000

237,500

PanAmSat Corp.:

6% 1/15/03

Ba2

20,000

19,900

6.125% 1/15/05

Ba2

70,000

68,600

6.375% 1/15/08

Ba2

90,000

87,300

8.5% 2/1/12 (g)

Ba3

60,000

59,700

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

VoiceStream Wireless Corp.:

0% 11/15/09 (e)

Baa1

$ 134,000

$ 112,560

10.375% 11/15/09

Baa1

84,000

91,560

1,338,958

TOTAL TELECOMMUNICATION SERVICES

2,270,008

UTILITIES - 0.7%

Electric Utilities - 0.7%

CMS Energy Corp.:

7.5% 1/15/09

Ba3

10,000

9,850

8.375% 7/1/03

Ba3

170,000

171,700

8.9% 7/15/08

Ba3

140,000

145,600

9.875% 10/15/07

Ba3

237,000

257,145

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

Ba3

325,000

378,625

Pacific Gas & Electric Co.:

6.25% 8/1/03

B3

160,000

158,400

6.25% 3/1/04

B3

285,000

282,150

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

Caa2

130,000

142,350

Southern California Edison Co.:

5.625% 10/1/02

Ba2

40,000

39,600

6.25% 6/15/03

Ba2

20,000

19,600

8.95% 11/3/03

Ba3

200,000

204,000

1,809,020

TOTAL NONCONVERTIBLE BONDS

32,353,491

TOTAL CORPORATE BONDS

(Cost $31,716,614)

32,382,591

Asset-Backed Securities - 0.0%

Northwest Airlines pass thru trust certificate 9.179% 10/1/11
(Cost $20,955)

Ba2

25,789

24,242

Money Market Funds - 5.6%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 1.86% (c)

4,604,740

$ 4,604,740

Fidelity Securities Lending Cash Central Fund, 1.87% (c)

10,866,042

10,866,042

TOTAL MONEY MARKET FUNDS

(Cost $15,470,782)

15,470,782

Cash Equivalents - 0.0%

Maturity
Amount

Investments in repurchase agreements (U.S. Treasury Obligations), in a joint trading account at 1.78%, dated 3/29/02 due 4/1/02
(Cost $34,000)

$ 34,005

34,000

TOTAL INVESTMENT PORTFOLIO - 103.4%

(Cost $266,753,245)

286,757,750

NET OTHER ASSETS - (3.4)%

(9,409,689)

NET ASSETS - 100%

$ 277,348,061

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

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

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

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

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

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $4,230,177 or 1.5% of net assets.

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

Other Information

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

Moody's Ratings

S&P Ratings

Aaa, Aa, A

0.0%

AAA, AA, A

0.2%

Baa

0.9%

BBB

1.3%

Ba

4.2%

BB

4.2%

B

5.7%

B

4.9%

Caa

0.3%

CCC

0.5%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

Purchases and sales of securities, other than short-term securities, aggregated $370,749,186 and $397,139,144, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $25,433 for the period.

Income Tax Information

At March 31, 2002, the aggregate cost of investment securities for income tax purposes was $268,109,775. Net unrealized appreciation aggregated $18,647,975, of which $30,222,065 related to appreciated investment securities and $11,574,090 related to depreciated investment securities.

At September 30, 2001, the fund had a capital loss carryforward of approximately $152,000 all of which will expire on September 30, 2009.

The fund intends to elect to defer to its fiscal year ending September 30, 2002 approximately $131,331,000 of losses recognized during the period November 1, 2000 to September 30, 2001.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

March 31, 2002 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $10,200,732 and repurchase agreements of $34,000)(cost $266,753,245) - See accompanying schedule

$ 286,757,750

Cash

338

Receivable for investments sold

7,830,938

Receivable for fund shares sold

135,837

Dividends receivable

110,902

Interest receivable

799,561

Other receivables

2,541

Total assets

295,637,867

Liabilities

Payable for investments purchased

$ 6,759,306

Payable for fund shares redeemed

465,067

Accrued management fee

134,885

Other payables and accrued expenses

64,506

Collateral on securities loaned, at value

10,866,042

Total liabilities

18,289,806

Net Assets

$ 277,348,061

Net Assets consist of:

Paid in capital

$ 410,779,016

Undistributed net investment income

174,344

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

(153,609,798)

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

20,004,499

Net Assets, for 25,632,336 shares outstanding

$ 277,348,061

Net Asset Value, offering price and redemption price per share ($277,348,061 ÷ 25,632,336 shares)

$ 10.82

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended March 31, 2002 (Unaudited)

Investment Income

Dividends

$ 567,818

Interest

1,840,819

Security lending

6,058

Total income

2,414,695

Expenses

Management fee

$ 806,946

Transfer agent fees

402,987

Accounting and security lending fees

51,458

Non-interested trustees' compensation

460

Custodian fees and expenses

17,605

Audit

13,617

Legal

1,192

Miscellaneous

12,489

Total expenses before reductions

1,306,754

Expense reductions

(75,222)

1,231,532

Net investment income (loss)

1,183,163

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(20,631,174)

Foreign currency transactions

(8,187)

Futures contracts

347,408

Total net realized gain (loss)

(20,291,953)

Change in net unrealized appreciation (depreciation) on:

Investment securities

58,505,920

Assets and liabilities in foreign currencies

160

Total change in net unrealized
appreciation (depreciation)

58,506,080

Net gain (loss)

38,214,127

Net increase (decrease) in net assets resulting from operations

$ 39,397,290

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

Semiannual Report

Statement of Changes in Net Assets

Six months ended
March 31, 2002
(Unaudited)

Year ended
September 30,
2001

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 1,183,163

$ 6,386,386

Net realized gain (loss)

(20,291,953)

(130,131,309)

Change in net unrealized appreciation (depreciation)

58,506,080

(44,978,534)

Net increase (decrease) in net assets resulting
from operations

39,397,290

(168,723,457)

Distributions to shareholders from net investment
income

(5,795,162)

(4,182,506)

Distributions to shareholders from net realized gain

-

(19,297,262)

Total distributions

(5,795,162)

(23,479,768)

Share transactions
Net proceeds from sales of shares

31,714,883

268,634,415

Reinvestment of distributions

5,616,534

22,867,308

Cost of shares redeemed

(57,902,520)

(400,239,892)

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

(20,571,103)

(108,738,169)

Total increase (decrease) in net assets

13,031,025

(300,941,394)

Net Assets

Beginning of period

264,317,036

565,258,430

End of period (including undistributed net investment income of $174,344 and undistributed net investment income of $4,823,338, respectively)

$ 277,348,061

$ 264,317,036

Other Information

Shares

Sold

3,007,795

20,320,180

Issued in reinvestment of distributions

527,374

1,783,719

Redeemed

(5,526,107)

(31,385,745)

Net increase (decrease)

(1,990,938)

(9,281,846)

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

Semiannual Report

Financial Highlights

Six months ended
March 31, 2002

Years ended September 30,

(Unaudited)

2001

2000

1999 E

Selected Per-Share Data

Net asset value, beginning of period

$ 9.57

$ 15.32

$ 10.22

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.04

.20

.19

.01

Net realized and unrealized gain (loss)

1.43

(5.22)

4.98

.21

Total from investment operations

1.47

(5.02)

5.17

.22

Distributions from net investment
income

(.22)

(.13)

(.02)

-

Distributions from net realized gain

-

(.60)

(.05)

-

Total distributions

(.22)

(.73)

(.07)

-

Net asset value, end of period

$ 10.82

$ 9.57

$ 15.32

$ 10.22

Total Return B, C

15.40%

(33.98)%

50.84%

2.20%

Ratios to Average Net Assets F

Expenses before expense
reductions

.94% A

.89%

.96%

57.49% A

Expenses net of voluntary waivers,
if any

.94% A

.89%

.96%

1.20% A

Expenses net of all reductions

.89% A

.85%

.90%

1.20% A

Net investment income (loss)

.85% A

1.55%

1.32%

4.06% A

Supplemental Data

Net assets, end of period
(000 omitted)

$ 277,348

$ 264,317

$ 565,258

$ 3,065

Portfolio turnover rate

280% A

255%

338%

0% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

E For the period September 24, 1999 (commencement of operations) to September 30, 1999.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2002 (Unaudited)

1. Significant Accounting Policies.

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

Security Valuation. Net asset value per share is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Equity securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign equity securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Debt securities for which quotations are readily available are valued by a pricing service at their market values as determined by their most recent bid prices in the principal market (sales prices if the principal market is an exchange) in which such securities are normally traded. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

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

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

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

Distributions to Shareholders. Distributions are recorded on the ex-dividend date.

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments for paydown gains/losses on certain securities, futures transactions, foreign currency transactions, market discount, non-taxable dividends, capital loss carryforwards, and losses deferred due to wash sales.

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

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

Change in Accounting Principle. Effective October 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The cumulative effect of this accounting change had no impact on total net assets of the fund, but resulted in a $212,966 increase to the cost of securities held and a corresponding increase to accumulated net undistributed realized gain (loss), based on securities held by the fund on October 1, 2001.

Semiannual Report

2. Operating Policies.

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

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

Futures Contracts. The fund may use futures contracts to manage its exposure to the stock market. Buying futures tends to increase the fund's exposure to the underlying instrument, while selling futures tends to decrease the fund's exposure to the underlying instrument or hedge other fund investments. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

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

3. Purchases and Sales of Investments.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee.

The management fee is the sum of an individual fund fee rate of .30% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .58% of the fund's average net assets.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .29% of average net assets.

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

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $108,183 for the period.

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

5. Committed Line of Credit.

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

Semiannual Report

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities.

7. Expense Reductions.

Certain security trades were directed to brokers who paid $75,222 of the fund's expenses.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Investments Money
Management, Inc.

Fidelity Management & Research

(U.K.) Inc.

Fidelity Management & Research

(Far East) Inc.

Fidelity Investments Japan Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank

New York, NY

Fidelity's Asset Allocation Funds

Asset ManagerSM 

Asset Manager: Aggressive®

Asset Manager: Growth®

Asset Manager: Income®

Fidelity Freedom Funds® -
Income, 2000, 2010, 2020, 2030, 2040

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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(for the deaf and hearing impaired)
(9 a.m. - 9 p.m. Eastern time)

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(Fidelity Investment logo)(registered trademark)
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www.fidelity.com

Fidelity®

Asset Manager: Growth®

Semiannual Report

March 31, 2002

(2_fidelity_logos) (Registered_Trademark)

Contents

President's Message

<Click Here>

Ned Johnson on investing strategies.

Performance

<Click Here>

How the fund has done over time.

Market Recap

<Click Here>

An overview of the market's performance and the factors driving it.

Fund Talk

<Click Here>

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

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.

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

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

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

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

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

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

Neither the fund nor Fidelity Distributors Corporation is a bank.

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

Semiannual Report

President's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Through the first quarter of 2002, prevailing market conditions generally paralleled the equity environment of 2001: Small-cap stocks continued to outperform large caps; value stocks performed better than growth stocks; and technology and telecommunications continued to be the weakest performing sectors of the market. That said, a number of equity indexes achieved positive gains for the quarter, while bond indexes were generally flat to down given concerns about possible interest rate hikes.

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

First, investors are encouraged to take a long-term view of their portfolios. If you can afford to leave your money invested through the inevitable up and down cycles of the financial markets, you will greatly reduce your vulnerability to any single decline. We know from experience, for example, that stock prices have gone up over longer periods of time, have significantly outperformed other types of investments and have stayed ahead of inflation.

Second, you can further manage your investing risk through diversification. Asset Manager funds are already diversified because they invest in stocks, bonds and short-term and money market instruments, both in the U.S. and overseas. If you have a shorter investment time horizon, you might want to consider moving some of your investment into Asset Manager: Income, which generally has a higher weighting in short-term investments compared with the other Asset Manager funds.

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Performance: The Bottom Line

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). If Fidelity had not reimbursed certain fund expenses, the past 10 year total returns would have been lower.

Cumulative Total Returns

Periods ended March 31, 2002

Past 6
months

Past 1
year

Past 5
years

Past 10
years

Fidelity ® Asset Manager: Growth ®

10.43%

2.80%

53.29%

189.12%

Fidelity Asset Manager: Growth Composite

7.80%

2.01%

58.42%

192.80%

S&P 500 ®

10.99%

0.24%

62.35%

247.31%

LB Aggregate Bond

0.14%

5.35%

44.02%

103.82%

LB 3 Month T-Bill

1.08%

3.33%

28.26%

59.31%

Flexible Portfolio Funds Average

7.06%

1.16%

44.54%

145.33%

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, six months, one year, five years or 10 years. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the Fidelity Asset Manager: Growth Composite Index, a hypothetical combination of unmanaged indices. The composite index combines the total returns of the Standard & Poor's 500 SM  Index®, the Lehman Brothers® Aggregate Bond Index and the Lehman Brothers 3 Month Treasury Bill Index weighted according to the fund's neutral mix. To measure how the fund's performance stacked up against its peers, you can compare it to the flexible portfolio funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 297 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges.

Average Annual Total Returns

Periods ended March 31, 2002

Past 1
year

Past 5
years

Past 10
years

Fidelity Asset Manager: Growth

2.80%

8.92%

11.20%

Fidelity Asset Manager: Growth Composite

2.01%

9.64%

11.34%

Average annual total returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

Semiannual Report

Performance - continued

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity® Asset Manager: Growth® Fund on March 31, 1992. As the chart shows, by March 31, 2002, the value of the investment would have grown to $28,912 - a 189.12% increase on the initial investment. For comparison, look at how both the S&P 500 Index, a market capitalization-weighted index of common stocks, and the Lehman Brothers Aggregate Bond Index, a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more, did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment in the S&P 500 Index would have grown to $34,731 - a 247.31% increase. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $20,382 - a 103.82% increase. You can also look at how the Fidelity Asset Manager: Growth Composite Index, did over the same period. The composite index combines the total returns of the S&P 500 Index, the Lehman Brothers Aggregate Bond Index and the Lehman Brothers 3-month T-Bill Index according to the fund's neutral mix and assumes monthly rebalancing of the mix.** With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $29,280 - a 192.80% increase.

Understanding
Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. If you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

** Currently 70% stocks, 25% bonds and 5% short-term/money market instruments effective January 1, 1997; 65%, 30% and 5%, respectively, prior to January 1, 1997.

Semiannual Report

Market Recap

After nearly two years of disappointing equity market performance, investors recouped some of their losses during the six-month period ending March 31, 2002. Further interest rate cuts by the Federal Reserve Board and emerging signs of an improving economy spawned hopes of higher corporate profitability. As a result, most major equity indexes bounced back sharply from their September 2001 lows. Meanwhile, as optimistic expectations brightened the outlook for equities, clouds drifted over the fixed-income markets.

Stocks: The equity markets faced an onslaught of disruptive events during the six-month period, so much so that many market pundits expected the indexes to continue unraveling after the September 11 terrorist attacks that sent stocks plummeting across the board. Additionally, fears of future terrorist attacks or additional anthrax incidents were at a feverish pitch, causing both American consumers and corporations to curtail spending. The war in Afghanistan began, fueling greater market uncertainty. A well-respected economic research center said the U.S. had been in a recession for several months, raising more concerns about corporate profitability, as did rising energy prices. Further, some of the nation's largest companies, such as Enron and Kmart, went bankrupt. Enron's sudden collapse fueled an intensified search by the Securities and Exchange Commission for other companies with suspect accounting. Despite the magnitude of these issues, investors by and large shrugged them off, with many scooping up stocks at bargain prices. Additionally, as the period progressed, monthly economic data showed the sluggish economy had stabilized, and investors increasingly grew optimistic about a turnaround. As a result, the major equity indexes finished the period higher. The blue chips' Dow Jones Industrial AverageSM returned 18.64%, while the tech-heavy NASDAQ Composite® Index and the large-cap Standard & Poor's 500SM Index rose 23.32% and 10.99%, respectively.

Bonds: A volatile market environment left most bonds with flat returns over the past six months. The Lehman Brothers Aggregate Bond Index - a proxy for taxable-bond performance - returned 0.14% during that time. Concerns about a weak economy and declining corporate profits - heightened by the shock of September 11 - exacerbated a flight to safety in high-quality Treasuries and government agencies. The Federal Reserve Board helped boost demand by aggressively reducing the fed funds rate three times during the period - in addition to eight other cuts in 2001 - to avoid a sustained recession. As signs of strength in the economy emerged late in the year, however, bond investors shifted away from government issues toward higher-yielding spread sectors, including corporate and mortgage securities. Growing confidence in an economic recovery further depressed Treasuries, as bond yields rose across the board during the first quarter of 2002 in anticipation of eventual Fed tightening. Investors' increased appetite for credit risk helped corporates overcome record levels of new issuance and the Enron-related fallout. Mortgages, meanwhile, benefited from reduced prepayment risk, as higher interest rates dramatically slowed refinancing activity. The Lehman Brothers Mortgage-Backed Securities and Credit Bond indexes returned 1.06% and 0.62%, respectively, while the Lehman Brothers U.S. Agency and Treasury indexes returned -0.51% and -1.61%, respectively.

Semiannual Report

(Portfolio Manager photograph)
Fund Talk: The Manager's Overview

An interview with Richard Habermann, Portfolio Manager of Asset Manager: Growth

Q. How did the fund perform, Dick?

A. It fared well. For the six months ending March 31, 2002, the fund returned 10.43%, topping the Fidelity Asset Manager: Growth Composite Index, which returned 7.80%. The fund also outpaced the flexible portfolio funds average monitored by Lipper Inc., which returned 7.06%. For the one-year period ending March 31, 2002, the fund returned 2.80%, while the Composite index and Lipper average returned 2.01% and 1.16%, respectively.

Q. What influence did your asset-allocation decisions have on fund results during the six-month period?

A. A bias toward equities paid off relative to the index, as stocks outpaced most other asset classes during the past six months. Our average exposure during the period was just over 71%, compared to 70% in a neutral weighting. Becoming more aggressive in the fourth quarter helped - as did strong security selection - as stocks snapped back in anticipation of an economic recovery. We then benefited from assuming a more cautious stance heading into 2002 by scaling back on equities as valuations began to look stretched, given little-to-no improvement in company fundamentals and concerns about the Enron debacle. Raising our exposure to high-yield securities - which we felt were oversold amid the flight to quality in government bonds following September 11 - also was a plus. High-yield bonds rebounded strongly from their September lows as economic and issuer levels improved. By emphasizing high-yield rather than poorer-performing investment-grade bonds and cash, we widened our performance advantage over both the index and peer average.

Q. How would you describe the performance of the fund's equity subportfolio?

A. The equity portion of the fund beat the S&P 500 by a respectable margin. Charles Mangum, who directed the fund's equity investments, deserves credit for finding and exploiting value opportunities in the market. While sector positioning was critical to his success, so was stock picking, as several high-profile companies disappointed on earnings and/or experienced severe financial stress. Charles' pursuit of growth at a reasonable price worked well, as he added exposure to high-quality names within such volatile sectors as technology that were badly beaten down coming out of 9/11. Within tech, the fund benefited most from Charles' focus on more established and stable companies that he felt would rebound faster than the more aggressive, debt-burdened companies. Sizable positions in large-caps Micron Technology, Dell and Microsoft helped quite a bit, as did taking profits on smaller-sized stocks, such as Network Associates, that had performed well but became expensive late in 2001. Other cyclical plays that helped us during the fourth quarter included energy services stocks such as BJ Services, and media holdings such as Clear Channel Communications. Additionally, Charles added to positions in a handful of attractively priced consumer staples stocks, including Coca-Cola, which - due to their defensive nature - fared well during the second half of the period as the prospects for a vigorous economic recovery waned.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Q. What moves dampened returns?

A. The fund was hurt by the continued struggles of leading pharmaceutical companies, most notably Bristol-Myers Squibb and Schering-Plough. These stocks - and drug stocks in general - declined due to manufacturing problems, sluggish new product pipelines and drug approval delays. Simply put, using health care as a growth surrogate for tech stocks failed us during the period. In finance, we benefited from emphasizing banks and some of the more aggressive brokerage-related names, but gave a lot back by overweighting defensive holdings such as Fannie Mae and Freddie Mac, which lagged the market.

Q. What drove the fixed-income portion of the fund?

A. While each component of our fixed-income subportfolio outperformed the Lehman Brothers Aggregate Bond Index, the fund's high-yield holdings - managed by Matt Conti - had the most influence on subportfolio returns. After suffering one of the worst monthly performances in their history in September, high-yield bonds rallied strongly behind improved economic indicators, issuer fundamentals and overall credit quality, among other factors. Performance benefited from the high coupon income received during the period and from the capital appreciation on our investments. Matt extended his lead over the Lehman Brothers index by focusing on sectors that had big recoveries, namely hotels and airlines. Maintaining a higher-quality, income-focused structure in the fund also helped in a period of high default rates.

Q. What about the fund's investment-grade bond and short-term/money market investments?

A. The fund's investment-grade holdings, managed by Charlie Morrison, benefited from emphasizing the spread sectors, particularly corporate and mortgage securities, which performed well in a steepening yield curve environment as investors sought out higher-yielding alternatives to government bonds. Favorable sector selection drove performance within corporates, as did strong security selection, which helped us avoid several prominent issuers that collapsed as a result of the Enron-related fallout. Within mortgages, we focused on securities less susceptible to being prepaid, which helped amid the massive refinancing wave in the fall. Finally, given its conservative nature, the strategic cash portion of the fund, managed by John Todd, did what it's designed to do - provide reasonably steady returns to help offset capital market volatility.

Q. What's your outlook?

A. There are more signs of stability in the economy today than there were earlier in the period. However, I'm concerned about near-term stock performance given the price risk if the economic recovery fails to solidify and corporate earnings don't improve. While I remain optimistic about high-yield securities given their attractive

Semiannual Report

coupons and still-cheap relative valuations, I've become less positive of late given their recent strong performance.

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

Fund Facts

Goal: maximum total return over the long term through investing in stocks, bonds and short-term and money market instruments

Fund number: 321

Trading symbol: FASGX

Start date: December 30, 1991

Size: as of March 31, 2002, more than $4.1 billion

Manager: Richard Habermann, since 1996; manager, Fidelity Asset Manager: Aggressive, since 1999; Fidelity Asset Manager and Fidelity Asset Manager: Income, since 1996; Fidelity Trend Fund, 1977-1982; Fidelity Magellan Fund, 1972-1977; joined Fidelity in 1968

3

Dick Habermann discusses a recovery in equities:

"I'm still looking for a catalyst to get equities back on track. It would be highly unusual for stocks to underperform bonds for a third straight year. Moreover, if you look back at post-World War II history, excluding 2000-01, there was only one instance in which we even had back-to-back down years in the S&P 500. While the probability is slim for stocks to pull off a three-peat, it's not impossible. We're already seeing the factors driving economic growth in recent months begin to show signs of reversing. Among the key drivers were low interest rates, low energy prices and a huge mortgage-refinancing boom that has since ended. This reversal may, in fact, take some steam out of the once-resilient consumer, leaving corporations to pick up the slack by boosting capital expenditures. The problem is, corporations are still very cautious given uncertainty about earnings - the lifeblood of capital spending - and are thus unlikely to step in and fill the void. Exports, given a continued strong dollar, might not provide much help either. So, as the inventory correction nears an end in most sectors, particularly technology, there needs to be a resurgence in end demand from businesses to help grow earnings, strengthen the economy and power stock prices from today's still-lofty levels."

Note to shareholders: Effective April 1, 2002, Jeff Moore assumed responsibility for managing the fund's investment-grade bond subportfolio.

Semiannual Report

Investment Changes

Top Ten Stocks as of March 31, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

Cardinal Health, Inc.

5.1

4.7

Clear Channel Communications, Inc.

3.4

3.2

General Electric Co.

3.2

2.3

Fannie Mae

3.1

1.5

Bristol-Myers Squibb Co.

3.0

3.9

American International Group, Inc.

2.6

1.0

Citigroup, Inc.

2.4

2.6

Microsoft Corp.

2.1

2.2

The Coca-Cola Co.

2.0

0.8

Philip Morris Companies, Inc.

1.8

1.7

28.7

Market Sectors as of March 31, 2002

(stocks only)

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

15.9

15.8

Health Care

13.2

12.6

Consumer Discretionary

8.4

6.5

Information Technology

7.9

9.9

Consumer Staples

7.6

5.6

Industrials

6.8

7.3

Telecommunication Services

4.7

4.7

Energy

3.5

4.0

Utilities

0.6

0.1

Materials

0.5

1.4

Asset Allocation (% of fund's net assets)

As of March 31, 2002 *

As of September 30, 2001**

Stock class 68.8%

Stock class, and
equity futures 71.3%

Bond class 29.6%

Bond class 23.4%

Short-term class 1.6%

Short-term class 5.3%

* Foreign investments

2.3%

** Foreign investments

2.5%



Asset allocations in the pie charts reflect the categorization of assets as defined in the fund's prospectus in effect as of the time periods indicated above. Financial Statement categorizations conform to accounting standards and will differ from the pie chart.

Semiannual Report

Investments March 31, 2002 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 68.3%

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - 7.9%

Auto Components - 0.1%

Dana Corp.

187,800

$ 4,032

Hotels, Restaurants & Leisure - 0.3%

McDonald's Corp.

438,800

12,177

Household Durables - 0.3%

Centex Corp.

65,100

3,381

KB Home

73,800

3,203

Leggett & Platt, Inc.

113,300

2,810

Pulte Homes, Inc.

42,200

2,019

11,413

Media - 4.9%

AOL Time Warner, Inc. (a)

2,432,950

57,539

Clear Channel Communications, Inc. (a)

2,748,809

141,316

Comcast Corp. Class A (special) (a)

159,500

5,072

Viacom, Inc. Class B (non-vtg.) (a)

48,600

2,351

206,278

Multiline Retail - 0.8%

Costco Wholesale Corp. (a)

178,300

7,100

Federated Department Stores, Inc. (a)

307,000

12,541

Target Corp.

297,200

12,815

32,456

Specialty Retail - 1.5%

Abercrombie & Fitch Co. Class A (a)

122,000

3,758

Gap, Inc.

167,300

2,516

Home Depot, Inc.

537,600

26,133

Lowe's Companies, Inc.

583,700

25,385

The Limited, Inc.

360,910

6,460

64,252

Textiles & Apparel - 0.0%

Arena Brands Holdings Corp. Class B

5,556

107

TOTAL CONSUMER DISCRETIONARY

330,715

CONSUMER STAPLES - 7.6%

Beverages - 2.8%

PepsiCo, Inc.

625,805

32,229

The Coca-Cola Co.

1,639,550

85,683

117,912

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER STAPLES - continued

Food & Drug Retailing - 1.9%

Albertson's, Inc.

767,200

$ 25,425

CVS Corp.

1,119,900

38,446

Safeway, Inc. (a)

292,500

13,168

77,039

Food Products - 0.1%

Kraft Foods, Inc. Class A

65,200

2,520

Personal Products - 1.0%

Alberto-Culver Co. Class B

272,970

14,740

Estee Lauder Companies, Inc. Class A

148,100

5,059

Gillette Co.

684,630

23,284

43,083

Tobacco - 1.8%

Philip Morris Companies, Inc.

1,444,000

76,055

TOTAL CONSUMER STAPLES

316,609

ENERGY - 3.5%

Energy Equipment & Services - 0.3%

GlobalSantaFe Corp.

179,117

5,857

Halliburton Co.

290,700

4,962

10,819

Oil & Gas - 3.2%

ChevronTexaco Corp.

408,900

36,911

Conoco, Inc.

2,589,799

75,570

Exxon Mobil Corp.

526,000

23,055

135,536

TOTAL ENERGY

146,355

FINANCIALS - 15.6%

Banks - 5.5%

Bank of America Corp.

224,400

15,264

Bank One Corp.

317,300

13,257

Comerica, Inc.

972,500

60,849

FleetBoston Financial Corp.

787,700

27,570

PNC Financial Services Group, Inc.

1,122,100

68,998

Synovus Financial Corp.

401,800

12,247

Common Stocks - continued

Shares

Value (Note 1)
(000s)

FINANCIALS - continued

Banks - continued

U.S. Bancorp, Delaware

549,747

$ 12,408

Wachovia Corp.

480,913

17,832

228,425

Diversified Financials - 6.6%

American Express Co.

97,200

3,981

Citigroup, Inc.

2,019,433

100,002

Fannie Mae

1,626,680

129,939

Merrill Lynch & Co., Inc.

470,700

26,067

Morgan Stanley Dean Witter & Co.

264,400

15,153

275,142

Insurance - 3.5%

AFLAC, Inc.

261,920

7,727

Allmerica Financial Corp.

261,100

11,723

American International Group, Inc.

1,522,300

109,819

Hartford Financial Services Group, Inc.

262,200

17,861

PartnerRe Ltd.

17,800

972

148,102

TOTAL FINANCIALS

651,669

HEALTH CARE - 13.2%

Health Care Equipment & Supplies - 1.0%

C.R. Bard, Inc.

130,400

7,700

Guidant Corp. (a)

656,160

28,425

Zimmer Holdings, Inc. (a)

160,200

5,455

41,580

Health Care Providers & Services - 5.1%

Cardinal Health, Inc.

3,022,120

214,228

Pharmaceuticals - 7.1%

Bristol-Myers Squibb Co.

3,121,300

126,381

Elan Corp. PLC sponsored ADR (a)

822,000

11,434

Eli Lilly & Co.

43,600

3,322

Pfizer, Inc.

1,581,300

62,841

Pharmacia Corp.

251,000

11,315

Common Stocks - continued

Shares

Value (Note 1)
(000s)

HEALTH CARE - continued

Pharmaceuticals - continued

Schering-Plough Corp.

1,362,980

$ 42,661

Wyeth

567,800

37,276

295,230

TOTAL HEALTH CARE

551,038

INDUSTRIALS - 6.8%

Aerospace & Defense - 0.3%

United Technologies Corp.

141,300

10,484

Airlines - 0.2%

AMR Corp. (a)

107,900

2,850

Delta Air Lines, Inc.

91,600

2,997

Southwest Airlines Co.

162,900

3,152

8,999

Building Products - 0.2%

Masco Corp.

281,500

7,727

Commercial Services & Supplies - 0.5%

Allied Waste Industries, Inc. (a)

176,400

2,293

ChoicePoint, Inc. (a)

295,450

17,018

19,311

Industrial Conglomerates - 4.5%

General Electric Co.

3,574,900

133,880

Textron, Inc.

164,000

8,380

Tyco International Ltd.

1,481,100

47,869

190,129

Machinery - 0.4%

Ingersoll-Rand Co. Ltd. Class A

283,900

14,201

Parker Hannifin Corp.

65,100

3,248

17,449

Road & Rail - 0.7%

Burlington Northern Santa Fe Corp.

651,110

19,650

Union Pacific Corp.

171,740

10,672

30,322

TOTAL INDUSTRIALS

284,421

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INFORMATION TECHNOLOGY - 7.9%

Communications Equipment - 0.8%

Cisco Systems, Inc. (a)

1,626,495

$ 27,537

Comverse Technology, Inc. (a)

483,000

6,120

33,657

Computers & Peripherals - 1.1%

Dell Computer Corp. (a)

1,462,300

38,181

EMC Corp. (a)

324,200

3,864

Sun Microsystems, Inc. (a)

595,700

5,254

47,299

Electronic Equipment & Instruments - 0.5%

Avnet, Inc.

110,300

2,985

Ingram Micro, Inc. Class A (a)

194,700

3,222

Solectron Corp. (a)

1,407,300

10,977

Symbol Technologies, Inc.

314,100

3,530

20,714

IT Consulting & Services - 0.1%

Electronic Data Systems Corp.

48,600

2,818

Semiconductor Equipment & Products - 2.3%

Altera Corp. (a)

320,300

7,005

Analog Devices, Inc. (a)

202,300

9,112

Intel Corp.

786,900

23,930

Linear Technology Corp.

293,700

12,987

Micron Technology, Inc. (a)

518,600

17,062

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

461,800

9,582

Teradyne, Inc. (a)

39,200

1,546

United Microelectronics Corp. sponsored ADR

833,600

8,878

Xilinx, Inc. (a)

173,100

6,900

97,002

Software - 3.1%

Adobe Systems, Inc.

227,200

9,154

Computer Associates International, Inc.

1,278,900

27,995

Microsoft Corp. (a)

1,466,500

88,445

Oracle Corp. (a)

475,400

6,085

131,679

TOTAL INFORMATION TECHNOLOGY

333,169

Common Stocks - continued

Shares

Value (Note 1)
(000s)

MATERIALS - 0.5%

Chemicals - 0.1%

E.I. du Pont de Nemours & Co.

128,200

$ 6,045

Praxair, Inc.

16,200

969

7,014

Metals & Mining - 0.2%

Alcoa, Inc.

227,500

8,586

Paper & Forest Products - 0.2%

International Paper Co.

170,600

7,338

TOTAL MATERIALS

22,938

TELECOMMUNICATION SERVICES - 4.7%

Diversified Telecommunication Services - 4.6%

AT&T Corp.

1,409,100

22,123

BellSouth Corp.

1,229,700

45,327

Qwest Communications International, Inc.

1,043,600

8,578

SBC Communications, Inc.

1,493,900

55,932

Verizon Communications, Inc.

1,371,700

62,618

194,578

Wireless Telecommunication Services - 0.1%

Nextel Communications, Inc. Class A (a)

522,800

2,813

TOTAL TELECOMMUNICATION SERVICES

197,391

UTILITIES - 0.6%

Electric Utilities - 0.6%

AES Corp. (a)

244,600

2,201

FirstEnergy Corp.

508,500

17,584

Southern Co.

210,700

5,581

25,366

TOTAL COMMON STOCKS

(Cost $2,759,238)

2,859,671

Preferred Stocks - 0.8%

Convertible Preferred Stocks - 0.1%

FINANCIALS - 0.1%

Diversified Financials - 0.1%

AES Trust VII $3.00

141,200

2,704

Preferred Stocks - continued

Shares

Value (Note 1)
(000s)

Nonconvertible Preferred Stocks - 0.7%

CONSUMER DISCRETIONARY - 0.5%

Media - 0.5%

CSC Holdings, Inc.:

Series H, $11.75

14,540

$ 1,527

Series M, $11.125

200,465

20,648

22,175

FINANCIALS - 0.2%

Insurance - 0.0%

American Annuity Group Capital Trust II $88.75

1,800

1,656

Real Estate - 0.2%

California Federal Preferred Capital Corp. Series A, $2.2812

298,366

7,459

TOTAL FINANCIALS

9,115

TOTAL NONCONVERTIBLE PREFERRED STOCKS

31,290

TOTAL PREFERRED STOCKS

(Cost $33,424)

33,994

Corporate Bonds - 21.8%

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Convertible Bonds - 2.6%

CONSUMER DISCRETIONARY - 0.5%

Media - 0.3%

EchoStar Communications Corp. 5.75% 5/15/08 (g)

Caa1

$ 13,200

12,276

Specialty Retail - 0.2%

Gap, Inc. 5.75% 3/15/09 (g)

Ba3

6,280

7,300

TOTAL CONSUMER DISCRETIONARY

19,576

FINANCIALS - 0.1%

Diversified Financials - 0.1%

Elan Finance Corp. Ltd. liquid yield option note 0% 12/14/18

Baa3

9,660

4,697

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Convertible Bonds - continued

HEALTH CARE - 0.5%

Biotechnology - 0.3%

Affymetrix, Inc. 4.75% 2/15/07

-

$ 13,480

$ 10,750

Health Care Providers & Services - 0.2%

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

Ba1

10,345

10,035

TOTAL HEALTH CARE

20,785

INFORMATION TECHNOLOGY - 1.1%

Communications Equipment - 0.6%

CIENA Corp. 3.75% 2/1/08

Ba3

3,340

2,150

Comverse Technology, Inc. 1.5% 12/1/05

BB

9,430

7,217

Juniper Networks, Inc. 4.75% 3/15/07

B2

19,012

13,660

ONI Systems Corp. 5% 10/15/05

CCC

3,110

2,384

Redback Networks, Inc. 5% 4/1/07

-

850

442

25,853

Electronic Equipment & Instruments - 0.3%

Agilent Technologies, Inc. 3% 12/1/21 (g)

Baa2

3,090

3,892

Sanmina-SCI Corp.:

0% 9/12/20

Ba3

22,245

8,035

4.25% 5/1/04

Ba2

2,420

2,281

14,208

Semiconductor Equipment & Products - 0.2%

Atmel Corp. 0% 5/23/21

CCC+

6,260

2,105

Vitesse Semiconductor Corp. 4% 3/15/05

B2

5,710

4,525

6,630

Software - 0.0%

Network Associates, Inc. 5.25% 8/15/06 (g)

-

890

1,384

TOTAL INFORMATION TECHNOLOGY

48,075

TELECOMMUNICATION SERVICES - 0.3%

Diversified Telecommunication Services - 0.1%

Korea Telecom Corp. 0.25% 1/4/07 (g)

Baa2

2,480

2,833

Wireless Telecommunication Services - 0.2%

Aether Systems, Inc. 6% 3/22/05

-

3,360

1,843

Nextel Communications, Inc.:

4.75% 7/1/07

B1

1,610

950

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Convertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

Nextel Communications, Inc.: - continued

6% 6/1/11 (g)

B1

$ 3,260

$ 1,813

6% 6/1/11

B1

10,980

6,107

10,713

TOTAL TELECOMMUNICATION SERVICES

13,546

UTILITIES - 0.1%

Multi-Utilities - 0.1%

Enron Corp. 0% 2/7/21 (d)

Ca

33,920

3,053

TOTAL CONVERTIBLE BONDS

109,732

Nonconvertible Bonds - 19.2%

CONSUMER DISCRETIONARY - 7.3%

Auto Components - 0.3%

American Axle & Manufacturing, Inc. 9.75% 3/1/09

Ba3

1,460

1,562

ArvinMeritor, Inc. 8.75% 3/1/12

Baa3

2,050

2,132

Delco Remy International, Inc. 11% 5/1/09

B2

1,250

1,125

Goodyear Tire & Rubber Co.:

6.625% 12/1/06

Baa3

1,020

964

7.857% 8/15/11

Baa3

1,600

1,552

8.5% 3/15/07

Baa3

400

404

Lear Corp. 8.11% 5/15/09

Ba1

3,055

3,147

10,886

Hotels, Restaurants & Leisure - 1.9%

Alliance Gaming Corp. 10% 8/1/07

B3

3,115

3,279

Anchor Gaming 9.875% 10/15/08

Ba3

640

714

Aztar Corp. 8.875% 5/15/07

Ba3

750

769

Bally Total Fitness Holding Corp. 9.875% 10/15/07

B2

3,720

3,701

Boyd Gaming Corp. 9.25% 10/1/03

Ba3

2,105

2,179

Capstar Hotel Co. 8.75% 8/15/07

Ba3

195

192

Circus Circus Enterprises, Inc.:

6.45% 2/1/06

Ba2

710

682

6.75% 7/15/03

Ba3

440

439

Coast Hotels & Casinos, Inc. 9.5% 4/1/09 (g)

B3

1,250

1,319

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

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

B1

$ 4,365

$ 4,501

Domino's, Inc. 10.375% 1/15/09

B3

4,810

5,219

Florida Panthers Holdings, Inc. 9.875% 4/15/09

B2

2,540

2,692

Friendly Ice Cream Corp. 10.5% 12/1/07

B3

1,250

1,200

Harrah's Operating Co., Inc. 7.875% 12/15/05

Ba1

2,700

2,822

Herbst Gaming, Inc. 10.75% 9/1/08

B2

1,570

1,649

Hilton Hotels Corp. 7.625% 5/15/08

Ba1

2,190

2,146

HMH Properties, Inc.:

7.875% 8/1/05

Ba3

1,820

1,802

7.875% 8/1/08

Ba3

820

804

Hollywood Park, Inc. 9.25% 2/15/07

Caa1

1,045

993

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

Ba3

1,650

1,737

International Game Technology:

7.875% 5/15/04

Ba1

1,745

1,797

8.375% 5/15/09

Ba1

2,850

2,964

ITT Corp.:

6.75% 11/15/05

Ba1

1,090

1,079

7.375% 11/15/15

Ba1

2,430

2,284

Mandalay Resort Group 10.25% 8/1/07

Ba3

2,900

3,139

MGM Mirage, Inc. 9.75% 6/1/07

Ba2

1,080

1,166

Mirage Resorts, Inc.:

6.625% 2/1/05

Ba1

280

277

6.75% 8/1/07

Ba1

850

822

7.25% 10/15/06

Ba1

2,800

2,794

Mohegan Tribal Gaming Authority:

8% 4/1/12 (g)

Ba3

2,050

2,040

8.125% 1/1/06

Ba2

3,435

3,521

Park Place Entertainment Corp.:

7.875% 12/15/05

Ba2

2,130

2,141

7.875% 3/15/10 (g)

Ba2

2,050

2,032

9.375% 2/15/07

Ba2

1,410

1,498

Resorts International Hotel & Casino, Inc. 11.5% 3/15/09 (g)

B2

3,030

2,863

Sun International Hotels Ltd./Sun International North America, Inc.:

8.875% 8/15/11

Ba3

4,185

4,258

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

Sun International Hotels Ltd./Sun International North America, Inc.: - continued

yankee:

8.625% 12/15/07

B2

$ 680

$ 690

9% 3/15/07

B2

975

1,007

Tricon Global Restaurants, Inc.:

8.5% 4/15/06

Ba1

2,385

2,474

8.875% 4/15/11

Ba1

3,800

4,028

81,713

Household Durables - 0.6%

D.R. Horton, Inc.:

8% 2/1/09

Ba1

4,470

4,403

10.5% 4/1/05

Ba1

480

516

Juno Lighting, Inc. 11.875% 7/1/09

B3

1,620

1,693

K. Hovnanian Enterprises, Inc. 8.875% 4/1/12 (g)

B2

3,040

2,956

Kaufman & Broad Home Corp. 7.75% 10/15/04

Ba2

760

781

KB Home 8.625% 12/15/08

Ba3

2,070

2,122

Kinetic Concepts, Inc. 9.625% 11/1/07

B3

2,070

2,142

Lennar Corp. 9.95% 5/1/10

Ba1

1,470

1,639

Mohawk Industries, Inc. 6.5% 4/15/07 (g)

Baa2

290

291

Ryland Group, Inc.:

9.125% 6/15/11

Ba3

970

1,028

9.75% 9/1/10

Ba2

1,510

1,638

WCI Communities, Inc. 10.625% 2/15/11

B1

5,335

5,762

24,971

Internet & Catalog Retail - 0.1%

Amazon.com, Inc. 0% 5/1/08 (e)

B3

610

519

J. Crew Group, Inc. 0% 10/15/08 (e)

Caa3

3,390

2,136

2,655

Leisure Equipment & Products - 0.2%

Hasbro, Inc.:

5.6% 11/1/05

Ba3

2,680

2,486

6.15% 7/15/08

Ba3

520

478

7.95% 3/15/03

Ba3

3,250

3,315

Hockey Co. 11.25% 4/15/09 (g)

B2

1,415

1,433

7,712

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - 3.1%

Adelphia Communications Corp.:

7.5% 1/15/04

B2

$ 2,135

$ 1,943

9.25% 10/1/02

B2

370

359

10.25% 11/1/06

B2

2,220

2,020

10.25% 6/15/11

B2

3,770

3,393

10.5% 7/15/04

B2

1,130

1,096

10.875% 10/1/10

B2

1,020

938

AMC Entertainment, Inc.:

9.5% 3/15/09

Caa3

230

229

9.875% 2/1/12 (g)

Caa3

2,660

2,673

American Media Operations, Inc.:

10.25% 5/1/09

B2

640

662

10.25% 5/1/09 (g)

B2

1,980

2,049

British Sky Broadcasting Group PLC yankee:

7.3% 10/15/06

Ba1

2,770

2,763

8.2% 7/15/09

Ba1

1,070

1,078

Century Communications Corp. 8.375% 12/15/07

B2

520

468

Chancellor Media Corp. 8% 11/1/08

Ba1

165

174

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

0% 1/15/10 (e)

B2

880

603

0% 4/1/11 (e)

B2

1,560

1,076

0% 5/15/11 (e)

B2

8,460

4,907

8.25% 4/1/07

B2

2,820

2,580

8.625% 4/1/09

B2

6,900

6,279

9.625% 11/15/09

B2

1,040

993

9.625% 11/15/09 (g)

B2

3,870

3,677

10% 4/1/09

B2

5,755

5,611

10.25% 1/15/10

B2

1,335

1,308

10.75% 10/1/09

B2

1,325

1,338

11.125% 1/15/11

B2

1,425

1,446

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

Caa2

3,275

3,210

Clear Channel Communications, Inc. 6% 11/1/06

Baa3

620

604

Corus Entertainment, Inc. 8.75% 3/1/12 (g)

B1

980

1,014

CSC Holdings, Inc.:

9.875% 4/1/23

BB-

1,435

1,521

10.5% 5/15/16

Ba3

2,980

3,308

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

EchoStar DBS Corp.:

9.125% 1/15/09 (g)

B1

$ 960

$ 986

9.25% 2/1/06

B1

9,395

9,630

Entravision Communications Corp. 8.125% 3/15/09 (g)

B3

610

617

Fox Family Worldwide, Inc.:

9.25% 11/1/07

Baa1

6,155

6,524

10.25% 11/1/07 (f)

Baa1

2,115

2,263

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

B2

6,301

6,364

FrontierVision Operating Partners LP/FrontierVision Capital Corp. 11% 10/15/06

B2

8,282

8,510

Granite Broadcasting Corp. 10.375% 5/15/05

Ca

310

285

Hearst-Argyle Television, Inc. 7.5% 11/15/27

Baa3

690

587

Insight Communications, Inc. 0% 2/15/11 (e)

B3

2,570

1,671

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

B1

1,050

956

Lamar Media Corp. 9.25% 8/15/07

B1

1,040

1,087

News America Holdings, Inc.:

7.7% 10/30/25

Baa3

950

899

8% 10/17/16

Baa3

720

738

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

B2

5,830

5,655

Pegasus Satellite Communications, Inc.:

0% 3/1/07 (e)

Caa1

3,320

1,328

12.375% 8/1/06

B3

1,710

1,197

PRIMEDIA, Inc. 8.875% 5/15/11

Ba3

1,370

1,219

Radio One, Inc. 8.875% 7/1/11

B3

2,720

2,856

Regal Cinemas Corp. 9.375% 2/1/12 (g)

B3

1,520

1,596

Satelites Mexicanos SA de CV 6.38% 6/30/04 (g)(i)

B1

2,414

2,148

Shaw Communications, Inc. 8.25% 4/11/10

Baa3

700

735

Sinclair Broadcast Group, Inc.:

8% 3/15/12 (g)

B2

3,600

3,573

8.75% 12/15/07

B2

1,250

1,288

Spanish Broadcasting System, Inc. 9.625% 11/1/09

B3

810

845

TCI Communications, Inc. 9.8% 2/1/12

Baa2

465

517

Telemundo Holdings, Inc. 0% 8/15/08 (e)

B3

4,575

4,529

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

Yell Finance BV:

0% 8/1/11 (e)

B2

$ 2,190

$ 1,424

10.75% 8/1/11

B2

1,590

1,717

131,064

Multiline Retail - 0.4%

Dillard's, Inc.:

6.125% 11/1/03

Ba1

2,545

2,494

6.39% 8/1/03

Ba1

2,470

2,433

6.43% 8/1/04

Ba1

450

440

6.875% 6/1/05

Ba1

330

317

7.375% 6/1/06

Ba1

330

320

Federated Department Stores, Inc.:

6.79% 7/15/27

Baa1

1,100

1,139

8.5% 6/15/03

Baa1

520

543

JCPenney Co., Inc.:

6.125% 11/15/03

Ba2

945

926

6.5% 6/15/02

Ba2

1,390

1,383

6.9% 8/15/26

Ba2

2,265

2,174

7.25% 4/1/02

Ba2

510

507

7.95% 4/1/17

Ba2

400

336

Saks, Inc.:

7.25% 12/1/04

B1

190

188

7.5% 12/1/10

B1

1,150

1,081

8.25% 11/15/08

B1

1,040

1,019

9.875% 10/1/11

B1

2,622

2,720

18,020

Specialty Retail - 0.4%

AutoNation, Inc. 9% 8/1/08

Ba2

750

789

Gap, Inc.:

5.625% 5/1/03

Ba3

4,690

4,549

8.15% 12/15/05 (f)(g)

Ba3

2,120

2,046

8.8% 12/15/08 (f)(g)

Ba3

750

728

Michaels Stores, Inc. 9.25% 7/1/09

Ba2

1,740

1,853

Office Depot, Inc. 10% 7/15/08

Ba1

1,755

1,948

PETCO Animal Supplies, Inc. 10.75% 11/1/11 (g)

B3

510

560

United Auto Group, Inc. 9.625% 3/15/12 (g)

B3

900

923

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

United Rentals, Inc.:

8.8% 8/15/08

B2

$ 800

$ 808

9% 4/1/09

B2

190

194

9.25% 1/15/09

B2

1,700

1,747

16,145

Textiles & Apparel - 0.3%

Jones Apparel Group, Inc. 7.875% 6/15/06

Baa2

1,270

1,316

Levi Strauss & Co. 6.8% 11/1/03

B2

3,995

3,895

The William Carter Co. 10.875% 8/15/11

B3

1,470

1,577

Tommy Hilfiger USA, Inc. 6.5% 6/1/03

Ba1

3,960

3,930

10,718

TOTAL CONSUMER DISCRETIONARY

303,884

CONSUMER STAPLES - 0.5%

Beverages - 0.1%

Canandaigua Brands, Inc. 8.625% 8/1/06

Ba2

490

518

Constellation Brands, Inc. 8.125% 1/15/12

Ba3

2,030

2,071

Cott Beverages, Inc. 8% 12/15/11 (g)

B2

2,070

2,096

4,685

Food & Drug Retailing - 0.1%

Great Atlantic & Pacific Tea, Inc.:

7.75% 4/15/07

B2

1,390

1,385

9.125% 12/15/11

B2

990

1,035

Pathmark Stores, Inc. 8.75% 2/1/12 (g)

B2

970

1,004

3,424

Food Products - 0.2%

Dean Foods Co.:

6.75% 6/15/05

B1

1,450

1,450

6.9% 10/15/17

B1

1,930

1,641

8.15% 8/1/07

B1

1,640

1,648

Del Monte Corp. 9.25% 5/15/11

B3

3,845

4,037

Smithfield Foods, Inc. 8% 10/15/09

Ba2

1,130

1,141

9,917

Household Products - 0.0%

Fort James Corp. 6.875% 9/15/07

Baa3

460

430

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER STAPLES - continued

Tobacco - 0.1%

Philip Morris Companies, Inc. 7% 7/15/05

A2

$ 2,000

$ 2,079

RJ Reynolds Tobacco Holdings, Inc. 7.375% 5/15/03

Baa2

1,115

1,138

3,217

TOTAL CONSUMER STAPLES

21,673

ENERGY - 0.8%

Energy Equipment & Services - 0.2%

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

B1

2,715

2,769

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

Ba3

1,230

1,279

Key Energy Services, Inc.:

Series B, 8.375% 3/1/08

Ba3

1,860

1,907

8.375% 3/1/08

Ba3

890

912

14% 1/15/09

B2

682

781

Parker Drilling Co. 9.75% 11/15/06

B1

2,240

2,296

9,944

Oil & Gas - 0.6%

Alberta Energy Co. Ltd. yankee 7.375% 11/1/31

Baa1

440

443

Chesapeake Energy Corp.:

7.875% 3/15/04

B1

2,860

2,889

8.125% 4/1/11

B1

420

421

Cross Timbers Oil Co.:

8.75% 11/1/09

Ba3

605

635

9.25% 4/1/07

Ba3

2,910

3,056

Devon Energy Corp. 7.95% 4/15/32

Baa2

600

601

Forest Oil Corp.:

8% 6/15/08

Ba3

1,505

1,546

8% 12/15/11 (g)

Ba3

480

490

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

B2

560

585

Nuevo Energy Co. 9.5% 6/1/08

B2

1,120

1,109

Oryx Energy Co.:

8% 10/15/03

Baa2

895

934

8.125% 10/15/05

Baa2

1,305

1,389

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

ENERGY - continued

Oil & Gas - continued

Pennzoil-Quaker State Co.:

6.75% 4/1/09

Ba2

$ 620

$ 636

9.4% 12/1/02 (f)

Ba2

150

153

10% 11/1/08 (g)

Ba3

2,670

3,097

Petro-Canada yankee 7% 11/15/28

Baa2

520

476

Phillips Petroleum Co. 8.75% 5/25/10

A3

545

621

Plains Resources, Inc.:

Series B, 10.25% 3/15/06

B2

685

710

Series F, 10.25% 3/15/06

B2

470

486

Pogo Producing Co. 8.25% 4/15/11

B1

2,730

2,853

The Coastal Corp. 9.625% 5/15/12

Baa2

535

604

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

BBB

560

612

Triton Energy Ltd./Triton Energy Corp. 9.25% 4/15/05

Baa2

390

426

24,772

TOTAL ENERGY

34,716

FINANCIALS - 2.4%

Banks - 0.5%

Bank of America Corp.:

7.4% 1/15/11

Aa3

650

687

7.8% 2/15/10

Aa3

980

1,057

Bank One Corp. 7.875% 8/1/10

A1

455

496

Capital One Bank:

6.65% 3/15/04

Baa3

1,550

1,530

6.7% 5/15/08

Baa2

390

410

Chevy Chase Savings Bank FSB 9.25% 12/1/08

Ba3

1,020

1,020

Den Danske Bank AS 6.375% 6/15/08 (g)(i)

Aa3

1,590

1,604

FleetBoston Financial Corp. 7.25% 9/15/05

A1

650

688

Korea Development Bank:

6.625% 11/21/03

Baa2

875

895

7.125% 4/22/04

Baa2

430

446

7.375% 9/17/04

Baa2

130

136

MBNA Corp. 6.25% 1/17/07

Baa2

315

307

Royal Bank of Scotland Group PLC:

7.648% 12/31/49 (i)

Aa3

500

514

7.816% 11/29/49

A1

950

1,003

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Banks - continued

Sovereign Bancorp, Inc.:

8.625% 3/15/04

Ba2

$ 4,780

$ 4,935

10.5% 11/15/06

Ba2

2,480

2,716

18,444

Diversified Financials - 1.4%

Ahmanson Capital Trust I 8.36% 12/1/26 (g)

A3

800

783

American Airlines pass thru trust certificate 7.8% 4/1/08 (g)

A

3,110

3,079

American Gen. Finance Corp. 5.875% 7/14/06

A1

1,010

1,014

Amvescap PLC yankee 6.375% 5/15/03

A2

650

666

Armkel Finance, Inc. 9.5% 8/15/09

B2

1,770

1,894

Associates Corp. of North America 5.8% 4/20/04

Aa1

300

309

BRL Universal Equipment 2001 A LP/BRL Universal Equipment Corp. 8.875% 2/15/08

Ba3

2,855

2,941

Capital One Financial Corp.:

7.125% 8/1/08

Baa3

1,150

1,043

7.25% 12/1/03

Baa3

380

376

7.25% 5/1/06

Baa3

1,410

1,325

8.75% 2/1/07

Baa3

390

386

CIT Group, Inc. 7.75% 4/2/12

A2

320

321

Continental Airlines, Inc.:

pass thru trust certificate:

6.795% 8/2/18

Baa3

881

815

6.9% 1/2/17

Baa3

476

439

6.9% 1/2/18

Baa1

615

589

6.954% 2/2/11

Ba2

61

58

7.033% 6/15/11

Ba2

718

668

7.256% 9/15/21

Baa1

504

488

8.307% 4/2/18

Baa3

2,721

2,630

8.312% 10/2/12

Ba2

163

154

Countrywide Home Loans, Inc. 5.5% 8/1/06

A3

780

767

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

Ba3

2,005

1,970

Delta Air Lines, Inc. pass thru trust certificate:

7.57% 11/18/10

A3

380

386

7.92% 5/18/12

A3

580

572

Devon Financing Corp. ULC 6.875% 9/30/11

Baa2

1,240

1,207

El Paso Energy Partners LP/El Paso Energy Partners Finance Corp. 8.5% 6/1/11

B1

2,215

2,281

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financials - continued

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

Ba3

$ 460

$ 458

Ford Motor Credit Co.:

7.25% 10/25/11

A3

460

446

7.375% 10/28/09

A3

450

441

7.5% 3/15/05

A3

750

765

General Motors Acceptance Corp. 6.875% 9/15/11

A2

440

429

GS Escrow Corp. 7% 8/1/03

Ba1

2,675

2,702

Household Finance Corp. 8% 5/9/05

A2

585

616

HSBC Capital Funding LP 9.547% 12/31/49 (f)(g)

A1

545

628

IOS Capital, Inc. 9.75% 6/15/04

Baa2

2,850

2,879

Mediacom Broadband LLC/Mediacom Broadband Corp. 11% 7/15/13

B2

5,420

6,016

Meditrust Exercisable Put Options Securities Trust 7.114% 8/15/04 (g)

Ba3

200

196

Morgan Stanley Dean Witter & Co. 6.6% 4/1/12

Aa3

980

975

NiSource Finance Corp. 7.875% 11/15/10

Baa3

1,195

1,146

Northwest Airlines pass thru trust certificate:

7.041% 4/1/22

A3

330

317

7.575% 3/1/19

A3

595

595

7.691% 4/1/17

Baa2

120

115

Qwest Capital Funding, Inc.:

5.875% 8/3/04

Baa3

2,230

1,899

5.875% 8/3/04

Baa3

190

167

Sears Roebuck Acceptance Corp. 6.7% 4/15/12

A3

520

512

SESI LLC 8.875% 5/15/11

B1

1,630

1,630

Sprint Capital Corp.:

6.125% 11/15/08

Baa2

780

696

6.875% 11/15/28

Baa2

310

247

8.375% 3/15/12 (g)

Baa2

240

237

8.75% 3/15/32 (g)

Baa2

565

548

Stone Container Finance Co. yankee 11.5% 8/15/06 (g)

B2

875

949

TIAA Global Markets, Inc. 5% 3/1/07 (g)

Aaa

345

336

TXU Eastern Funding yankee 6.75% 5/15/09

Baa1

1,115

1,074

U.S. West Capital Funding, Inc. 6.25% 7/15/05

Baa3

2,390

2,064

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financials - continued

UBS Preferred Funding Trust 1 8.622% 12/29/49

Aa2

$ 900

$ 994

Xerox Capital (Europe) PLC 5.75% 5/15/02

Ba1

1,980

1,940

59,178

Insurance - 0.0%

MetLife, Inc. 6.125% 12/1/11

A1

360

353

St. Paul Companies, Inc. 5.75% 3/15/07

A2

180

179

532

Real Estate - 0.5%

CenterPoint Properties Trust:

6.75% 4/1/05

Baa2

530

534

7.125% 3/15/04

Baa2

1,030

1,056

Duke-Weeks Realty LP 6.875% 3/15/05

Baa2

1,000

1,022

EOP Operating LP:

6.375% 2/15/03

Baa1

100

102

6.75% 2/15/08

Baa1

570

570

7.75% 11/15/07

Baa1

1,050

1,109

ERP Operating LP 7.1% 6/23/04

Baa1

1,000

1,037

iStar Financial, Inc. 8.75% 8/15/08

Ba1

2,120

2,131

LNR Property Corp.:

9.375% 3/15/08

Ba3

2,170

2,192

10.5% 1/15/09

Ba3

210

221

Meditrust Corp.:

7% 8/15/07

Ba3

380

359

7.82% 9/10/26

Ba3

3,910

3,910

MeriStar Hospitality Corp. 9% 1/15/08

Ba3

1,970

2,009

Senior Housing Properties Trust 8.625% 1/15/12

Ba2

2,930

3,033

Toll Corp. 8.25% 12/1/11

Ba2

2,280

2,291

21,576

TOTAL FINANCIALS

99,730

HEALTH CARE - 1.2%

Health Care Providers & Services - 1.1%

AdvancePCS 8.5% 4/1/08

B1

3,505

3,715

Alderwoods Group, Inc.:

11% 1/2/07

-

745

752

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

HEALTH CARE - continued

Health Care Providers & Services - continued

Alderwoods Group, Inc.: - continued

12.25% 1/2/09

-

$ 440

$ 475

Beverly Enterprises, Inc.:

9% 2/15/06

B1

195

194

9.625% 4/15/09

B1

395

405

Columbia/HCA Healthcare Corp. 6.73% 7/15/45

Ba1

1,890

1,909

DaVita, Inc. 9.25% 4/15/11

B2

2,020

2,363

Dynacare, Inc. yankee 10.75% 1/15/06

B2

1,290

1,335

Express Scripts, Inc. 9.625% 6/15/09

Ba1

1,460

1,606

Hanger Orthopedic Group, Inc. 10.375% 2/15/09 (g)

B2

585

614

HCA, Inc.:

7.875% 2/1/11

Ba1

1,225

1,271

8.75% 9/1/10

Ba1

3,955

4,291

HealthSouth Corp. 6.875% 6/15/05

Ba1

700

697

Owen & Minor, Inc. 8.5% 7/15/11

Ba3

4,440

4,640

Rotech Healthcare, Inc. 9.5% 4/1/12 (g)

B2

690

712

Service Corp. International (SCI):

6% 12/15/05

B1

2,505

2,292

6.3% 3/15/03

B1

400

384

7.2% 6/1/06

B1

1,820

1,720

7.375% 4/15/04

B1

5,575

5,491

Triad Hospitals Holdings, Inc. 11% 5/15/09

B2

2,675

2,983

Triad Hospitals, Inc. 8.75% 5/1/09

B1

4,445

4,712

Unilab Corp. 12.75% 10/1/09

B3

1,454

1,679

Vanguard Health Systems, Inc. 9.75% 8/1/11

B3

3,790

3,998

48,238

Pharmaceuticals - 0.1%

aaiPharma, Inc. 11% 4/1/10 (g)

Caa1

2,090

2,090

Biovail Corp. 7.875% 4/1/10

B2

1,405

1,396

3,486

TOTAL HEALTH CARE

51,724

INDUSTRIALS - 1.9%

Aerospace & Defense - 0.1%

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

B2

1,485

1,574

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Aerospace & Defense - continued

BE Aerospace, Inc.:

8% 3/1/08

B3

$ 530

$ 488

9.5% 11/1/08

B1

1,100

1,034

Sequa Corp. 8.875% 4/1/08

Ba3

1,725

1,656

4,752

Airlines - 0.4%

AMR Corp. 9% 8/1/12

B1

400

388

Continental Airlines, Inc. 8% 12/15/05

B3

2,550

2,403

Delta Air Lines, Inc.:

6.65% 3/15/04

Ba3

1,640

1,591

7.7% 12/15/05

Ba3

1,590

1,534

7.9% 12/15/09

Ba3

3,430

3,259

8.3% 12/15/29

Ba3

2,930

2,491

8.54% 1/2/07

Ba1

427

419

10.14% 8/14/12

Ba1

280

266

Northwest Airlines, Inc.:

7.625% 3/15/05

B2

1,250

1,175

8.375% 3/15/04

B2

1,010

970

8.52% 4/7/04

B2

140

135

8.875% 6/1/06

B2

190

181

9.875% 3/15/07

B2

2,010

1,975

United Air Lines, Inc.:

9% 12/15/03

Caa1

590

493

10.67% 5/1/04

Caa1

90

69

17,349

Building Products - 0.1%

American Standard, Inc.:

7.375% 2/1/08

Ba2

930

939

7.625% 2/15/10

Ba2

680

687

1,626

Commercial Services & Supplies - 0.6%

Allied Waste North America, Inc.:

7.375% 1/1/04

Ba3

1,390

1,390

7.625% 1/1/06

Ba3

1,435

1,406

7.875% 1/1/09

Ba3

1,925

1,877

8.5% 12/1/08 (g)

Ba3

4,130

4,130

10% 8/1/09

B2

2,485

2,535

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Commercial Services & Supplies - continued

Browning-Ferris Industries, Inc. 6.375% 1/15/08

Ba3

$ 2,080

$ 1,893

Coinmach Corp. 9% 2/1/10 (g)

B2

2,440

2,525

Iron Mountain, Inc.:

8.625% 4/1/13

B2

2,910

3,012

8.75% 9/30/09

B2

3,000

3,105

Mail-Well I Corp. 9.625% 3/15/12 (g)

B1

1,380

1,421

Waste Management, Inc. 7.375% 8/1/10

Ba1

3,040

3,014

26,308

Machinery - 0.4%

AGCO Corp.:

8.5% 3/15/06

B1

260

261

9.5% 5/1/08

Ba3

1,530

1,652

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

B2

3,025

3,116

Dunlop Standard Aerospace Holdings PLC yankee 11.875% 5/15/09

B3

5,015

5,115

Joy Global, Inc. 8.75% 3/15/12 (g)

B2

460

474

Navistar International Corp. 9.375% 6/1/06

Ba1

1,280

1,350

Terex Corp.:

8.875% 4/1/08

B2

1,600

1,632

Series D, 8.875% 4/1/08

B2

650

660

Tyco International Group SA yankee 6.75% 2/15/11

Baa1

1,295

1,157

15,417

Marine - 0.1%

Teekay Shipping Corp. 8.875% 7/15/11

Ba2

4,100

4,305

Road & Rail - 0.2%

CSX Corp.:

6.25% 10/15/08

Baa2

585

577

6.46% 6/22/05

Baa2

990

1,017

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

Ba2

570

616

TFM SA de CV yankee:

0% 6/15/09 (e)

B1

2,805

2,616

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Road & Rail - continued

TFM SA de CV yankee: - continued

10.25% 6/15/07

B1

$ 565

$ 531

Williams Scotsman, Inc. 9.875% 6/1/07 (g)

B3

2,460

2,482

7,839

TOTAL INDUSTRIALS

77,596

INFORMATION TECHNOLOGY - 1.0%

Communications Equipment - 0.3%

Avaya, Inc. 11.125% 4/1/09

Ba2

1,960

1,921

Crown Castle International Corp.:

9.375% 8/1/11

B3

4,200

3,528

9.5% 8/1/11

B3

600

504

10.75% 8/1/11

B3

810

721

L-3 Communications Corp.:

8% 8/1/08

Ba3

1,710

1,761

10.375% 5/1/07

Ba3

1,705

1,807

Motorola, Inc. 8% 11/1/11

A3

740

747

10,989

Computers & Peripherals - 0.0%

Compaq Computer Corp.:

7.45% 8/1/02

Baa2

610

616

7.65% 8/1/05

Baa2

490

504

1,120

Electronic Equipment & Instruments - 0.3%

Fisher Scientific International, Inc. 9% 2/1/08

B3

3,760

3,901

Flextronics International Ltd. yankee:

8.75% 10/15/07

Ba2

830

847

9.875% 7/1/10

Ba2

3,050

3,264

Ingram Micro, Inc. 9.875% 8/15/08

Ba2

1,430

1,509

Millipore Corp. 7.5% 4/1/07

Ba1

1,030

958

Solectron Corp. 9.625% 2/15/09

Ba1

1,480

1,469

11,948

Internet Software & Services - 0.0%

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

Baa2

595

587

IT Consulting & Services - 0.2%

Anteon Corp. 12% 5/15/09

B3

3,130

3,474

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

INFORMATION TECHNOLOGY - continued

IT Consulting & Services - continued

Unisys Corp.:

7.875% 4/1/08

Ba1

$ 1,060

$ 1,063

8.125% 6/1/06

Ba1

2,840

2,897

7,434

Office Electronics - 0.0%

Mediacom LLC/Mediacom Capital Corp. 9.5% 1/15/13

B2

1,145

1,185

Semiconductor Equipment & Products - 0.2%

Amkor Technology, Inc.:

9.25% 5/1/06

B1

2,970

2,948

9.25% 2/15/08

B1

1,175

1,157

Fairchild Semiconductor Corp.:

10.375% 10/1/07

B2

2,955

3,154

10.5% 2/1/09

B2

440

484

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

B3

3,000

2,760

10,503

TOTAL INFORMATION TECHNOLOGY

43,766

MATERIALS - 1.7%

Chemicals - 0.5%

Foamex LP/Foamex Capital Corp. 10.75% 4/1/09 (g)

B3

1,165

1,188

Georgia Gulf Corp. 10.375% 11/1/07

B2

2,325

2,465

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

B3

1,710

1,736

IMC Global, Inc.:

10.875% 6/1/08

Ba1

400

442

11.25% 6/1/11

Ba1

440

486

International Specialty Holdings, Inc. 10.625% 12/15/09 (g)

B2

2,090

2,158

Lyondell Chemical Co.:

9.625% 5/1/07

Ba3

1,370

1,394

9.875% 5/1/07

Ba3

2,415

2,463

Methanex Corp. yankee:

7.4% 8/15/02

Ba1

1,155

1,155

7.75% 8/15/05

Ba1

1,835

1,798

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

MATERIALS - continued

Chemicals - continued

OM Group, Inc. 9.25% 12/15/11 (g)

B3

$ 3,160

$ 3,310

Quaker State Corp. 6.625% 10/15/05

Ba2

1,250

1,284

19,879

Containers & Packaging - 0.5%

Applied Extrusion Technologies, Inc. 10.75% 7/1/11

B2

1,790

1,897

Graphic Packaging Corp. 8.625% 2/15/12 (g)

B2

450

466

Owens-Brockway Glass Container, Inc. 8.875% 2/15/09 (g)

B2

4,830

4,915

Owens-Illinois, Inc.:

7.15% 5/15/05

B3

540

521

7.35% 5/15/08

B3

390

358

7.5% 5/15/10

B3

460

414

7.8% 5/15/18

B3

3,360

2,780

7.85% 5/15/04

B3

1,290

1,255

8.1% 5/15/07

B3

370

353

Riverwood International Corp.:

10.25% 4/1/06

B-

2,705

2,800

10.625% 8/1/07

B3

780

825

10.875% 4/1/08

Caa1

2,500

2,594

Sealed Air Corp.:

6.95% 5/15/09 (g)

Baa3

2,020

1,879

8.75% 7/1/08 (g)

Baa3

670

690

21,747

Metals & Mining - 0.5%

AK Steel Corp.:

7.875% 2/15/09

B1

2,420

2,420

9.125% 12/15/06

B1

205

212

Century Aluminum Co. 11.75% 4/15/08

Ba3

2,725

2,889

Luscar Coal Ltd. 9.75% 10/15/11 (g)

Ba3

730

785

P&L Coal Holdings Corp. 9.625% 5/15/08

B1

7,670

8,188

Phelps Dodge Corp.:

7.125% 11/1/27

Baa3

1,630

1,190

8.75% 6/1/11

Baa3

3,080

3,065

9.5% 6/1/31

Baa3

2,235

2,123

Steel Dynamics, Inc. 9.5% 3/15/09 (g)

B2

870

896

21,768

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

MATERIALS - continued

Paper & Forest Products - 0.2%

Georgia-Pacific Group:

7.5% 5/15/06

Baa3

$ 180

$ 176

8.125% 5/15/11

Baa3

330

323

8.875% 5/15/31

Baa3

610

567

Louisiana-Pacific Corp.:

8.5% 8/15/05

Ba1

690

711

10.875% 11/15/08

Ba2

470

503

Norske Skog Canada Ltd. 8.625% 6/15/11 (g)

Ba2

200

204

Stone Container Corp. 9.75% 2/1/11

B2

3,145

3,397

Weyerhaeuser Co.:

6.125% 3/15/07 (g)

Baa2

350

347

7.375% 3/15/32 (g)

Baa2

1,350

1,283

7,511

TOTAL MATERIALS

70,905

TELECOMMUNICATION SERVICES - 1.4%

Diversified Telecommunication Services - 0.8%

AT&T Corp.:

6.5% 3/15/29

A3

1,905

1,574

7.3% 11/15/11 (g)

A3

375

362

8% 11/15/31 (g)

A3

270

265

British Telecommunications PLC 8.875% 12/15/30

Baa1

405

460

Cable & Wireless Optus Finance Property Ltd. 8% 6/22/10 (g)

A2

830

887

Centennial Cellular Operating Co. LLC/Centennial Finance Corp. 10.75% 12/15/08

B3

3,605

1,947

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

Ba1

5,650

3,814

Citizens Communications Co.:

8.5% 5/15/06

Baa2

700

729

9.25% 5/15/11

Baa2

435

466

Insight Midwest LP/Insight Capital, Inc. 10.5% 11/1/10

B1

2,460

2,645

Koninklijke KPN NV yankee:

7.5% 10/1/05

Baa3

530

538

8% 10/1/10

Baa3

1,100

1,118

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Price Communications Wireless, Inc.:

9.125% 12/15/06

Baa2

$ 3,750

$ 3,900

11.75% 7/15/07

Baa3

1,450

1,548

Telecomunicaciones de Puerto Rico, Inc.:

6.15% 5/15/02

Baa1

1,400

1,404

6.65% 5/15/06

Baa1

1,385

1,372

Telefonos de Mexico SA de CV 8.25% 1/26/06

Baa1

1,310

1,377

Teleglobe Canada, Inc. yankee:

7.2% 7/20/09

Baa3

440

198

7.7% 7/20/29

Baa3

85

36

TELUS Corp. yankee 8% 6/1/11

Baa2

1,165

1,195

Tritel PCS, Inc. 10.375% 1/15/11

B3

865

969

Triton PCS, Inc.:

8.75% 11/15/11

B2

1,440

1,354

9.375% 2/1/11

B3

2,405

2,333

Verizon New York, Inc. 7.375% 4/1/32

A1

235

232

30,723

Wireless Telecommunication Services - 0.6%

American Tower Corp. 9.375% 2/1/09

B3

1,320

977

AT&T Wireless Services, Inc. 8.75% 3/1/31

Baa2

505

519

Echostar Broadband Corp. 10.375% 10/1/07

B1

6,920

7,422

Nextel Communications, Inc. 0% 10/31/07 (e)

B1

6,400

4,000

PanAmSat Corp.:

6% 1/15/03

Ba2

290

289

6.125% 1/15/05

Ba2

1,090

1,068

6.375% 1/15/08

Ba2

1,140

1,106

8.5% 2/1/12 (g)

Ba3

1,300

1,294

Rogers Wireless, Inc. 9.625% 5/1/11

Baa3

1,590

1,479

VoiceStream Wireless Corp.:

0% 11/15/09 (e)

Baa1

2,334

1,961

10.375% 11/15/09

Baa1

5,729

6,245

26,360

TOTAL TELECOMMUNICATION SERVICES

57,083

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

UTILITIES - 1.0%

Electric Utilities - 0.9%

Avon Energy Partners Holdings 6.46% 3/4/08 (g)

Baa2

$ 1,320

$ 1,247

CMS Energy Corp.:

6.75% 1/15/04

Ba3

1,030

1,030

7.5% 1/15/09

Ba3

2,055

2,024

8.5% 4/15/11

Ba3

2,600

2,704

8.9% 7/15/08

Ba3

3,310

3,442

9.875% 10/15/07

Ba3

3,925

4,259

Constellation Energy Group, Inc. 6.35% 4/1/07

Baa1

405

403

FirstEnergy Corp. 6.45% 11/15/11

Baa2

410

380

Illinois Power Co. 7.5% 6/15/09

Baa2

550

556

Israel Electric Corp. Ltd.:

7.75% 12/15/27 (g)

A3

570

501

7.875% 12/15/26 (g)

A3

145

129

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

Ba3

7,065

8,231

Pacific Gas & Electric Co.:

6.25% 8/1/03

B3

1,535

1,520

6.25% 3/1/04

B3

2,985

2,955

6.75% 10/1/23

B3

1,190

1,119

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

Caa2

3,280

3,592

8.25% 11/1/22

B3

2,340

2,258

PSI Energy, Inc. 6.65% 6/15/06

A3

630

626

Southern California Edison Co.:

5.625% 10/1/02

Ba2

670

663

6.25% 6/15/03

Ba2

165

162

8.95% 11/3/03

Ba3

1,200

1,224

Texas Utilities Co. 6.375% 1/1/08

Baa3

130

127

39,152

Gas Utilities - 0.1%

Consolidated Natural Gas Co. 6.85% 4/15/11

A3

255

253

Kinder Morgan Energy Partners LP 7.125% 3/15/12

Baa1

260

255

Reliant Energy Resources Corp. 8.125% 7/15/05

Baa2

600

617

Sempra Energy 7.95% 3/1/10

A2

1,755

1,792

2,917

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

UTILITIES - continued

Multi-Utilities - 0.0%

Williams Companies, Inc.:

7.125% 9/1/11

Baa2

$ 360

$ 342

7.5% 1/15/31

Baa2

875

788

1,130

TOTAL UTILITIES

43,199

TOTAL NONCONVERTIBLE BONDS

804,276

TOTAL CORPORATE BONDS

(Cost $917,029)

914,008

U.S. Government and Government Agency Obligations - 5.0%

U.S. Government Agency Obligations - 0.2%

Fannie Mae:

5.25% 6/15/06

Aaa

975

980

5.5% 2/15/06

Aaa

940

957

5.5% 5/2/06

Aa2

1,375

1,384

6.25% 2/1/11

Aa2

810

808

6.75% 7/30/07

Aaa

2,000

2,029

7.25% 5/15/30

Aaa

1,055

1,149

Freddie Mac 5.875% 3/21/11

Aa2

1,650

1,602

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

8,909

U.S. Treasury Obligations - 4.8%

U.S. Treasury Bonds:

5.25% 2/15/29

Aaa

1,457

1,312

6.375% 8/15/27

Aaa

6,156

6,426

8.125% 8/15/19

Aaa

320

392

8.875% 8/15/17

Aaa

520

671

9.875% 11/15/15

Aaa

185

254

10.75% 8/15/05

Aaa

390

466

11.25% 2/15/15

Aaa

420

625

11.75% 2/15/10 (callable)

Aaa

1,000

1,197

12% 8/15/13

Aaa

815

1,106

U.S. Government and Government Agency Obligations - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

U.S. Treasury Obligations - continued

U.S. Treasury Notes:

3.5% 11/15/06

Aaa

$ 990

$ 936

3.625% 8/31/03

Aaa

3,900

3,923

5% 8/15/11

Aaa

174,000

168,189

6.5% 2/15/10

Aaa

635

680

7% 7/15/06

Aaa

9,650

10,465

7.875% 11/15/04

Aaa

2,800

3,059

TOTAL U.S. TREASURY OBLIGATIONS

199,701

TOTAL U.S. GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS

(Cost $215,099)

208,610

U.S. Government Agency - Mortgage Securities - 1.9%

Fannie Mae - 1.3%

6% 1/1/09 to 1/1/32

Aaa

17,220

17,004

6.5% 5/1/23 to 8/1/31

Aaa

22,029

22,042

6.5% 4/1/32 (h)

Aaa

3,670

3,646

7% 12/1/24 to 12/1/28

Aaa

6,082

6,222

7.5% 5/1/27 to 8/1/31

Aaa

6,903

7,160

8% 6/1/10 to 1/1/26

Aaa

437

463

TOTAL FANNIE MAE

56,537

Freddie Mac - 0.1%

7.5% 4/1/22 to 11/1/30

Aaa

2,314

2,404

8% 7/1/25 to 4/1/27

Aaa

374

396

TOTAL FREDDIE MAC

2,800

Government National Mortgage Association - 0.5%

6% 6/15/08 to 9/15/10

Aaa

677

694

6.5% 9/15/08 to 2/15/32

Aaa

12,025

12,137

7% 1/15/28 to 7/15/31

Aaa

6,146

6,278

7.5% 10/15/22 to 8/15/28

Aaa

1,460

1,535

U.S. Government Agency - Mortgage Securities - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Government National Mortgage Association - continued

8% 5/15/25 to 3/15/30

Aaa

$ 564

$ 595

8.5% 10/15/29 to 2/15/30

Aaa

927

990

TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

22,229

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $79,783)

81,566

Asset-Backed Securities - 0.2%

BankAmerica Manufacturing Housing Contract Trust V 6.2% 4/10/09

Aaa

1,223

1,226

CIT Marine Trust 5.8% 4/15/10

Aaa

710

722

CSXT Trade Receivables Master Trust 6% 7/26/04

Aaa

1,780

1,819

DaimlerChrysler Auto Trust 5.16% 1/6/05

Aaa

1,265

1,291

Ford Credit Auto Owner Trust:

5.71% 9/15/05

A1

335

342

7.03% 11/15/03

Aaa

241

243

Household Private Label Credit Card Master
Trust I 5.5% 1/18/11

Aaa

100

100

Northwest Airlines pass thru trust certificate 9.179% 10/1/11

Ba2

490

461

Sears Credit Account Master Trust II 7.5% 11/15/07

A2

650

684

UAF Auto Grantor Trust 6.1% 1/15/03 (g)

Aaa

213

213

TOTAL ASSET-BACKED SECURITIES

(Cost $6,924)

7,101

Collateralized Mortgage Obligations - 0.1%

Private Sponsor - 0.0%

Credit-Based Asset Servicing and Securitization LLC weighted average coupon Series 1997-2 Class 2B, 7.0377% 12/29/25 (g)(i)

Ba3

594

284

Collateralized Mortgage Obligations - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

U.S. Government Agency - 0.1%

Fannie Mae:

REMIC planned amortization class:

Series 1999-54 Class PH, 6.5% 11/18/29

Aaa

$ 800

$ 783

Series 1999-57 Class PH, 6.5% 12/25/29

Aaa

700

672

sequential pay Series 2000-49 Class A, 8% 3/18/27

Aaa

1,261

1,340

TOTAL U.S. GOVERNMENT AGENCY

2,795

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $3,016)

3,079

Commercial Mortgage Securities - 0.6%

Asset Securitization Corp. sequential pay
Series 1995-MD4 Class A1, 7.1%
8/13/29

AAA

548

573

Banc America Commercial Mortgage, Inc.
Series 2001-1 Class X, 1.0909% 4/15/36 (i)(j)

Aaa

13,892

852

Berkeley Federal Bank & Trust FSB Series 1994-1 Class B, 5.7659% 8/1/24 (g)(i)

-

1,900

1,292

CBM Funding Corp. sequential pay Series 1996-1:

Class A3PI, 7.08% 11/1/07

AA

990

1,028

Class B, 7.48% 2/1/08

A

770

796

Chase Manhatten Bank-First Union National Bank Commercial Mortgage Trust sequential pay Series 1999-1 Class A2, 7.439% 8/15/31

Aaa

315

335

COMM Series 1999-1 Class A2, 6.455% 9/15/08

Aaa

275

280

CS First Boston Mortgage Securities Corp.:

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

1,910

1,916

Series 1998-C1 Class D, 7.17% 1/17/12

Baa3

760

730

Deutsche Mortgage & Asset Receiving Corp. sequential pay Series 1998-C1 Class D, 7.231% 7/15/12

Baa2

1,420

1,331

Equitable Life Assurance Society of the United States Series 174:

Class B1, 7.33% 5/15/06 (g)

Aa2

1,200

1,254

Class C1, 7.52% 5/15/06 (g)

A2

1,000

1,045

Commercial Mortgage Securities - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

First Chicago/Lennar Trust I Series 1997-CHL1 Class E, 8.0855% 4/29/39 (g)(i)

-

$ 1,800

$ 1,404

FMAC Loan Receivables Trust weighted average coupon:

Series 1997-A Class E, 8.1253% 4/15/19 (g)(i)

-

500

35

Series 1997-B Class E, 0% 9/15/19 (d)(g)(i)

-

378

0

G Force CDO 2001 Ltd./G Force CDO 2001 1 Corp. Series 2001-1A Class E, 8.8% 1/20/12 (g)

BBB-

634

602

GAFCO Franchisee Loan Trust Series 1998-1 Class D, 13.5% 6/1/16 (g)(i)

-

1,650

1,221

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 1996-C1 Class F, 7.86% 11/15/06 (g)

Ba1

750

721

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 6.97% 4/13/31 (i)

Baa3

1,750

1,652

LTC Commercial Mortgage pass thru trust certificate:

sequential pay Series 1998-1 Class A, 6.029% 5/30/30 (g)

AAA

956

963

Series 1996-1 Class E, 9.16% 4/15/28

BB-

500

376

Penn Mutual Life Insurance Co./Penn Insurance & Annuity Co. Series 1996-PML:

Class K, 7.9% 11/15/26 (g)

-

1,750

1,228

Class L, 7.9% 11/15/26 (g)

-

1,300

724

Structured Asset Securities Corp.
Series 1996-CFL Class E, 7.75% 2/25/28

AAA

820

838

Thirteen Affiliates of General Growth Properties, Inc. Series 1:

Class D2, 6.992% 12/15/10 (g)

Baa2

1,410

1,398

Class E2, 7.224% 12/15/10 (g)

Baa3

840

828

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $24,597)

23,422

Foreign Government and Government Agency Obligations (k) - 0.1%

Chilean Republic 7.125% 1/11/12

Baa1

430

441

Quebec Province 7.5% 9/15/29

A1

1,050

1,137

United Mexican States 7.5% 1/14/12

Baa2

740

738

TOTAL FOREIGN GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS

(Cost $2,310)

2,316

Supranational Obligations - 0.0%

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Corporacion Andina de Fomento 6.875% 3/15/12 (g)
(Cost $257)

A2

$ 260

$ 258

Floating Rate Loans - 0.4%

CONSUMER DISCRETIONARY - 0.1%

Media - 0.1%

Century Cable Holdings LLC Tranche B term loan 4.99% 6/30/09 (i)

-

4,450

4,294

FINANCIALS - 0.2%

Diversified Financials - 0.2%

Charter Communication Operating LLC Tranche B term loan 4.52% 3/18/08 (i)

Ba3

2,350

2,268

Nextel Finance Co.:

Tranche B term loan 5.3125% 6/30/08 (i)

Ba3

3,850

3,234

Tranche C term loan 5.5625% 12/31/08 (i)

Ba3

3,850

3,234

8,736

MATERIALS - 0.0%

Chemicals - 0.0%

Lyondell Chemical Co. sr. secured Tranche E term loan 6.2627% 5/17/06 (i)

Ba3

497

502

TELECOMMUNICATION SERVICES - 0.1%

Diversified Telecommunication Services - 0.0%

Broadwing, Inc. Tranche B term loan 4.2006% 12/30/06 (i)

Ba2

1,140

1,071

Wireless Telecommunication Services - 0.1%

PanAmSat Corp. Tranche B term loan 5.46% 12/31/08 (i)

Ba2

2,500

2,488

TOTAL TELECOMMUNICATION SERVICES

3,559

TOTAL FLOATING RATE LOANS

(Cost $17,708)

17,091

Money Market Funds - 1.8%

Shares

Value (Note 1)
(000s)

Fidelity Cash Central Fund, 1.86% (c)

63,201,555

$ 63,202

Fidelity Money Market Central Fund, 2.05% (c)

8,056,119

8,056

Fidelity Securities Lending Cash Central Fund, 1.87% (c)

3,506,000

3,506

TOTAL MONEY MARKET FUNDS

(Cost $74,764)

74,764

Cash Equivalents - 0.1%

Maturity Amount (000s)

Investments in repurchase agreements:

(U.S. Government Obligations), in a joint trading account at 1.92%, dated 3/28/02 due 4/1/02

$ 6,182

6,181

(U.S. Treasury Obligations), in a joint trading account at 1.78%, dated 3/29/02 due 4/1/02

238

238

TOTAL CASH EQUIVALENTS

(Cost $6,419)

6,419

TOTAL INVESTMENT PORTFOLIO - 101.1%

(Cost $4,140,568)

4,232,299

NET OTHER ASSETS - (1.1)%

(45,128)

NET ASSETS - 100%

$ 4,187,171

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

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

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

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

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

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $144,116,000 or 3.4% of net assets.

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

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

(j) Security represents right to receive monthly interest payments on an underlying pool of mortgages. Principal shown is the par amount of the mortgage pool.

(k) For foreign government obligations not individually rated by S&P or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings of the sovereign credit of the issuing government.

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

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

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

7/15/99 - 4/10/00

$ 2,418

Other Information

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

Moody's Ratings

S&P Ratings

Aaa, Aa, A

7.9%

AAA, AA, A

8.0%

Baa

2.9%

BBB

3.6%

Ba

7.6%

BB

6.6%

B

9.3%

B

9.5%

Caa

0.7%

CCC

0.7%

Ca, C

0.1%

CC, C

0.0%

D

0.2%

The percentage not rated by Moody's or S&P amounted to 0.6%. FMR has determined that unrated debt securities that are lower quality account for 0.6% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $2,255,970,000 and $2,057,413,000, respectively, of which long-term U.S. government and government agency obligations aggregated $257,484,000 and $89,594,000, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $104,000 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $2,760,000 or 0.1% of net assets.

The fund participated in the interfund lending program as a borrower. The average daily loan balance during the period for which loans were outstanding amounted to $7,119,000. The weighted average interest rate was 2.19%. Interest expense includes $1,000 paid under the interfund lending program. At period end there were no interfund loans outstanding.

The fund participated in the bank borrowing program. The average daily loan balance during the period for which the loan was outstanding amounted to $4,688,000. The weighted average interest rate was 2.13%. Interest expense includes $1,000 paid under the bank borrowing program. At period end there were no bank borrowings outstanding.

The fund invested in loans and loan participations, trade claims or other receivables. At period end the value of these investments amounted to $17,091,000 or 0.4% of net assets.

Income Tax Information

At March 31, 2002, the aggregate cost of investment securities for income tax purposes was $4,152,925,000. Net unrealized appreciation aggregated $79,374,000, of which $308,366,000 related to appreciated investment securities and $228,992,000 related to depreciated investment securities.

At September 30, 2001, the fund had a capital loss carryforward of approximately $74,519,000 all of which will expire on September 30, 2009.

The fund intends to elect to defer to its fiscal year ending September 30, 2002 approximately $332,030,000 of losses recognized during the period November 1, 2000 to September 30, 2001.

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)

March 31, 2002 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $3,734 and repurchase agreements of $6,419) (cost $4,140,568) - See accompanying schedule

$ 4,232,299

Cash

12

Receivable for investments sold
Regular delivery

$ 40,519

Delayed delivery

1,192

Receivable for fund shares sold

3,922

Dividends receivable

3,845

Interest receivable

23,367

Other receivables

19

Total assets

4,305,175

Liabilities

Payable for investments purchased
Regular delivery

95,628

Delayed delivery

3,667

Payable for fund shares redeemed

12,419

Accrued management fee

2,035

Other payables and accrued expenses

749

Collateral on securities loaned, at value

3,506

Total liabilities

118,004

Net Assets

$ 4,187,171

Net Assets consist of:

Paid in capital

$ 4,581,153

Undistributed net investment income

35,286

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

(521,002)

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

91,734

Net Assets, for 289,565 shares outstanding

$ 4,187,171

Net Asset Value, offering price and redemption price per share ($4,187,171 ÷ 289,565 shares)

$ 14.46

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 March 31, 2002 (Unaudited)

Investment Income

Dividends

$ 21,321

Interest

50,227

Security lending

28

Total income

71,576

Expenses

Management fee

$ 12,035

Transfer agent fees

4,571

Accounting and security lending fees

319

Non-interested trustees' compensation

8

Custodian fees and expenses

55

Registration fees

25

Audit

32

Legal

16

Interest

2

Miscellaneous

130

Total expenses before reductions

17,193

Expense reductions

(509)

16,684

Net investment income (loss)

54,892

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(93,640)

Foreign currency transactions

(2)

Futures contracts

7,965

Total net realized gain (loss)

(85,677)

Change in net unrealized appreciation (depreciation) on:

Investment securities

437,183

Assets and liabilities in foreign currencies

1

Futures contracts

(646)

Delayed delivery commitments

(17)

Total change in net unrealized
appreciation (depreciation)

436,521

Net gain (loss)

350,844

Net increase (decrease) in net assets resulting from operations

$ 405,736

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
March 31, 2002
(Unaudited)

Year ended
September 30,
2001

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 54,892

$ 120,989

Net realized gain (loss)

(85,677)

(421,909)

Change in net unrealized appreciation (depreciation)

436,521

(770,440)

Net increase (decrease) in net assets resulting from operations

405,736

(1,071,360)

Distributions to shareholders from net investment
income

(120,566)

(118,203)

Distributions to shareholders from net realized gain

-

(657,869)

Total distributions

(120,566)

(776,072)

Share transactions
Net proceeds from sales of shares

256,555

546,826

Reinvestment of distributions

118,338

761,688

Cost of shares redeemed

(388,738)

(801,481)

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

(13,845)

507,033

Total increase (decrease) in net assets

271,325

(1,340,399)

Net Assets

Beginning of period

3,915,846

5,256,245

End of period (including undistributed net investment income of $35,286 and undistributed net investment income of $100,960, respectively)

$ 4,187,171

$ 3,915,846

Other Information

Shares

Sold

17,946

34,311

Issued in reinvestment of distributions

8,287

48,546

Redeemed

(27,202)

(50,892)

Net increase (decrease)

(969)

31,965

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

Semiannual Report

Financial Highlights

Six months ended
March 31, 2002

Years ended September 30,

(Unaudited)

2001

2000

1999

1998

1997

Selected Per-Share Data

Net asset value, beginning of period

$ 13.48

$ 20.33

$ 19.05

$ 18.80

$ 19.97

$ 16.56

Income from Investment Operations

Net investment
income (loss) D

.19 F

.42

.48

.46

.49

.42

Net realized and
unrealized gain (loss)

1.21 F

(4.25)

2.35

2.82

.49

4.49

Total from investment
operations

1.40

(3.83)

2.83

3.28

.98

4.91

Distributions from net investment income

(.42)

(.46)

(.45)

(.35)

(.40)

(.43)

Distributions from net realized gain

-

(2.56)

(1.10)

(2.68)

(1.75)

(1.07)

Total distributions

(.42)

(3.02)

(1.55)

(3.03)

(2.15)

(1.50)

Net asset value,
end of period

$ 14.46

$ 13.48

$ 20.33

$ 19.05

$ 18.80

$ 19.97

Total Return B, C

10.43%

(20.93)%

15.50%

18.37%

5.33%

31.57%

Ratios to Average Net Assets E

Expenses before expense reductions

.83% A

.81%

.80%

.83%

.84%

.87%

Expenses net of voluntary waivers, if any

.83% A

.81%

.80%

.83%

.84%

.87%

Expenses net of all
reductions

.81% A

.78%

.77%

.80%

.80%

.86%

Net investment
income (loss)

2.65% A, F

2.62%

2.46%

2.38%

2.49%

2.36%

Supplemental Data

Net assets, end of
period (in millions)

$ 4,187

$ 3,916

$ 5,256

$ 5,051

$ 4,537

$ 4,457

Portfolio turnover rate

99% A

143%

197%

101%

150%

70%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

F Effective October 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The effect of this change during the period was to increase net investment income per share by $.01 and decrease net realized and unrealized gain (loss) per share by $.01. Without this change the ratio of net investment income to average net assets would have been 2.45%. Per share data, ratios and supplemental data for prior periods have not been restated to reflect this change.

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

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2002 (Unaudited)

1. Significant Accounting Policies.

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

Security Valuation. Net asset value per share is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Equity securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign equity securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Debt securities for which quotations are readily available are valued by a pricing service at their market values as determined by their most recent bid prices in the principal market (sales prices if the principal market is an exchange) in which such securities are normally traded. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

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

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

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

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

Distributions to Shareholders. Distributions are recorded on the ex-dividend date.

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments for litigation proceeds, futures transactions, foreign currency transactions, passive foreign investment companies (PFIC), market discount, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Semiannual Report

1. Significant Accounting Policies - continued

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

Change in Accounting Principle. Effective October 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The cumulative effect of this accounting change had no impact on total net assets of the fund, but resulted in a $4,871,000 increase to the cost of securities held and a corresponding increase to accumulated net undistributed realized gain (loss), based on securities held by the fund on October 1, 2001.

The effect of this change during the period, was to increase net investment income by $4,192,000; decrease net unrealized appreciation/depreciation by $3,132,000; and decrease net realized gain (loss) by $1,060,000. The Statement of Changes in Net Assets and Financial Highlights for prior periods have not been restated to reflect this change in presentation.

2. Operating Policies.

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

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

Delayed Delivery Transactions and When-Issued Securities. The fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is "marked to market" daily and equivalent deliverable securities are held for the transaction. The values of the securities purchased on a delayed delivery or when-issued basis are identified as such in the fund's Schedule of Investments. The fund may receive compensation for interest forgone in the purchase of a delayed delivery or

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

when-issued security. With respect to purchase commitments, the fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract, or if the issuer does not issue the securities due to political, economic, or other factors.

Futures Contracts. The fund may use futures contracts to manage its exposure to the stock market. Buying futures tends to increase the fund's exposure to the underlying instrument, while selling futures tends to decrease the fund's exposure to the underlying instrument or hedge other fund investments. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

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

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

3. Purchases and Sales of Investments.

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

Semiannual Report

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee.

The management fee is the sum of an individual fund fee rate of .30% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .58% of the fund's average net assets.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .22% of average net assets.

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

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $1,542,000 for the period.

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

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating funds. Information regarding the fund's participation in the program is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Committed Line of Credit.

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

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities.

7. Bank Borrowings.

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

8. Expense Reductions.

Certain security trades were directed to brokers who paid $457,000 of the fund's expenses. In addition, through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody and transfer agent expenses by $9,000 and $43,000, respectively.

Semiannual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

(computer_graphic)

Fidelity On-line Xpress+®

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

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

21701 Hawthorne Boulevard
Torrance, CA

1400 Civic Drive
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

90 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

2401 PGA Boulevard
Palm Beach Gardens, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

25 State Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

416 Belmont Street
Worcester, MA

Semiannual Report

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

New York

1055 Franklin Avenue
Garden City, NY

999 Walt Whitman Road
Melville, L.I., NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

1075 Northern Boulevard
Roslyn, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

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

Semiannual Report

To Write Fidelity

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

(letter_graphic)

Making Changes
To Your Account

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

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

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Fidelity Investments
Attn: Redemptions - CP6I

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

General Correspondence

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

(letter_graphic)

For Retirement
Accounts

Buying shares

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

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Redemptions - CP5L

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

General Correspondence

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

Semiannual Report

Semiannual Report

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Fidelity Management & Research Company

Boston, MA

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Asset ManagerSM 

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Asset Manager: Growth®

Asset Manager: Income®

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Income, 2000, 2010, 2020, 2030, 2040

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Fidelity®

Asset Manager: Income®

Semiannual Report

March 31, 2002

(2_fidelity_logos) (Registered_Trademark)

Contents

President's Message

<Click Here>

Ned Johnson on investing strategies.

Performance

<Click Here>

How the fund has done over time.

Market Recap

<Click Here>

An overview of the market's performance and the factors driving it.

Fund Talk

<Click Here>

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

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.

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

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

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

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

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

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

Neither the fund nor Fidelity Distributors Corporation is a bank.

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

Semiannual Report

President's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Through the first quarter of 2002, prevailing market conditions generally paralleled the equity environment of 2001: Small-cap stocks continued to outperform large caps; value stocks performed better than growth stocks; and technology and telecommunications continued to be the weakest performing sectors of the market. That said, a number of equity indexes achieved positive gains for the quarter, while bond indexes were generally flat to down given concerns about possible interest rate hikes.

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

First, investors are encouraged to take a long-term view of their portfolios. If you can afford to leave your money invested through the inevitable up and down cycles of the financial markets, you will greatly reduce your vulnerability to any single decline. We know from experience, for example, that stock prices have gone up over longer periods of time, have significantly outperformed other types of investments and have stayed ahead of inflation.

Second, you can further manage your investing risk through diversification. Asset Manager funds are already diversified because they invest in stocks, bonds and short-term and money market instruments, both in the U.S. and overseas. If you have a shorter investment time horizon, you might want to consider moving some of your investment into Asset Manager: Income, which generally has a higher weighting in short-term investments compared with the other Asset Manager funds.

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Performance: The Bottom Line

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). If Fidelity had not reimbursed certain fund expenses, the life of fund total returns would have been lower.

Cumulative Total Returns

Periods ended March 31, 2002

Past 6
months

Past 1
year

Past 5
years

Life of
fund

Fidelity ® Asset Manager: Income ®

3.80%

2.85%

38.25%

102.51%

Fidelity Asset Manager: Income Composite

2.60%

3.98%

44.39%

n/a*

S&P 500 ®

10.99%

0.24%

62.35%

231.57%

LB Aggregate Bond

0.14%

5.35%

44.02%

86.88%

LB 3 Month T-Bill

1.08%

3.33%

28.26%

n/a*

Income Funds Average

4.95%

3.40%

40.62%

n/a*

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, six months, one year, five years or since the fund started on October 1, 1992. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the Fidelity Asset Manager: Income Composite Index, a hypothetical combination of unmanaged indices. The composite index combines the total returns of the Standard & Poor's 500 SM Index, the Lehman Brothers® Aggregate Bond Index and the Lehman Brothers® 3 Month Treasury Bill Index, weighted according to the fund's neutral mix. To measure how the fund's performance stacked up against its peers, you can compare it to the income funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 103 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges.

Average Annual Total Returns

Periods ended March 31, 2002

Past 1
year

Past 5
years

Life of
fund

Fidelity Asset Manager: Income

2.85%

6.69%

7.71%

Fidelity Asset Manager: Income Composite

3.98%

7.62%

n/a*

Average annual total returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

* Not available

Semiannual Report

Performance - continued

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity ® Asset Manager: Income® Fund on October 31, 1992, shortly after the fund started. As the chart shows, by March 31, 2002, the value of the investment would have grown to $20,476 - a 104.76% increase on the initial investment. For comparison, look at how both the Lehman Brothers Aggregate Bond Index, a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities with maturities of one year or more, and the S&P 500 Index, a market capitalization-weighted index of common stocks, did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment in the Lehman Brothers Aggregate Bond Index would have grown to $19,037 - a 90.37% increase. If $10,000 was invested in the S&P 500 Index, it would have grown to $32,923 - a 229.23% increase. You can also look at how the Fidelity Asset Manager: Income Composite Index did over the same period. The composite index combines the total returns of the S&P 500 Index, the Lehman Brothers Aggregate Bond Index and the Lehman Brothers 3 Month T-Bill Index according to the fund's neutral mix and assumes monthly rebalancing of the mix.** With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $19,913 - a 99.13% increase.

Understanding
Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. If you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

** Currently 20% stocks, 50% bonds and 30% short-term/money market instruments effective January 1, 1997; 20%, 30% and 50%, respectively, prior to January 1, 1997.

Semiannual Report

Market Recap

After nearly two years of disappointing equity market performance, investors recouped some of their losses during the six-month period ending March 31, 2002. Further interest rate cuts by the Federal Reserve Board and emerging signs of an improving economy spawned hopes of higher corporate profitability. As a result, most major equity indexes bounced back sharply from their September 2001 lows. Meanwhile, as optimistic expectations brightened the outlook for equities, clouds drifted over the fixed-income markets.

Stocks: The equity markets faced an onslaught of disruptive events during the six-month period, so much so that many market pundits expected the indexes to continue unraveling after the September 11 terrorist attacks that sent stocks plummeting across the board. Additionally, fears of future terrorist attacks or additional anthrax incidents were at a feverish pitch, causing both American consumers and corporations to curtail spending. The war in Afghanistan began, fueling greater market uncertainty. A well-respected economic research center said the U.S. had been in a recession for several months, raising more concerns about corporate profitability, as did rising energy prices. Further, some of the nation's largest companies, such as Enron and Kmart, went bankrupt. Enron's sudden collapse fueled an intensified search by the Securities and Exchange Commission for other companies with suspect accounting. Despite the magnitude of these issues, investors by and large shrugged them off, with many scooping up stocks at bargain prices. Additionally, as the period progressed, monthly economic data showed the sluggish economy had stabilized, and investors increasingly grew optimistic about a turnaround. As a result, the major equity indexes finished the period higher. The blue chips' Dow Jones Industrial AverageSM returned 18.64%, while the tech-heavy NASDAQ Composite® Index and the large-cap Standard & Poor's 500SM Index rose 23.32% and 10.99%, respectively.

Bonds: A volatile market environment left most bonds with flat returns over the past six months. The Lehman Brothers Aggregate Bond Index - a proxy for taxable-bond performance - returned 0.14% during that time. Concerns about a weak economy and declining corporate profits - heightened by the shock of September 11 - exacerbated a flight to safety in high-quality Treasuries and government agencies. The Federal Reserve Board helped boost demand by aggressively reducing the fed funds rate three times during the period - in addition to eight other cuts in 2001 - to avoid a sustained recession. As signs of strength in the economy emerged late in the year, however, bond investors shifted away from government issues toward higher-yielding spread sectors, including corporate and mortgage securities. Growing confidence in an economic recovery further depressed Treasuries, as bond yields rose across the board during the first quarter of 2002 in anticipation of eventual Fed tightening. Investors' increased appetite for credit risk helped corporates overcome record levels of new issuance and the Enron-related fallout. Mortgages, meanwhile, benefited from reduced prepayment risk, as higher interest rates dramatically slowed refinancing activity. The Lehman Brothers Mortgage-Backed Securities and Credit Bond indexes returned 1.06% and 0.62%, respectively, while the Lehman Brothers U.S. Agency and Treasury indexes returned -0.51% and -1.61%, respectively.

Semiannual Report

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)
An interview with Richard Habermann, Portfolio Manager of Asset Manager: Income

Q. How did the fund perform, Dick?

A. For the six months ending March 31, 2002, the fund returned 3.80%. That performance outpaced the Fidelity Asset Manager: Income Composite Index, which returned 2.60%, but trailed the income funds average tracked by Lipper Inc., which returned 4.95%. For the one-year period ending March 31, 2002, the fund returned 2.85%, while the Composite index and Lipper average returned 3.98% and 3.40%, respectively.

Q. What influence did your asset-allocation decisions have on fund results during the six-month period?

A. A bias toward equities paid off relative to the index, as stocks outpaced most other asset classes during the past six months. Our average exposure during the period was just over 21%, compared to 20% in a neutral weighting. Becoming more aggressive in the fourth quarter helped - as did strong security selection - as stocks snapped back in anticipation of an economic recovery. We then benefited from assuming a more cautious stance heading into 2002 by scaling back on equities as valuations began to look stretched, given little-to-no improvement in company fundamentals and concerns about the Enron debacle. Raising our exposure to high-yield securities - which we felt were oversold amid the flight to quality in government bonds following September 11 - also aided performance. High-yield bonds rebounded strongly from their September lows as economic and issuer levels improved. By emphasizing high-yield rather than poorer-performing investment-grade bonds and cash, we widened our performance advantage over the index. It wasn't enough to overcome our Lipper peers, however, which benefited from having a much higher concentration in stocks on average.

Q. How did the fund's fixed-income investments fare?

A. While each component of our fixed-income subportfolio outperformed the Lehman Brothers Aggregate Bond Index, the fund's high-yield holdings - managed by Matt Conti - had the most influence on subportfolio returns. After suffering one of the worst monthly performances in their history in September, high-yield bonds rallied strongly behind improved economic indicators, issuer fundamentals and overall credit quality, among other factors. Performance benefited from the high coupon income received during the period and from the capital appreciation of our investments. Matt extended his lead over the Lehman Brothers index by focusing on sectors that had big recoveries, namely hotels and airlines. Further, he benefited from maintaining a higher-quality, income-focused structure in the fund, which helped in a period of high default rates. Also key was boosting the fund's weighting in defensive areas of the market such as cable television and homebuilding, which performed well, while shedding exposure to a weak telecommunications sector.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Q. What about the fund's investment-grade bond and short-term/money market investments?

A. Declining short-term interest rates, a steepening yield curve and unique technical factors translated into positive returns for our investment-grade holdings, managed by Charlie Morrison. Emphasizing the spread sectors, particularly corporate and mortgage securities, was a positive, as investors sought out higher-yielding alternatives to government bonds. Underweighting economically sensitive retailers and automakers in the aftermath of 9/11 helped within the corporate sector, as did adding to these same groups when they snapped back in the first quarter of 2002. Avoiding several prominent issuers that collapsed as a result of the Enron-related fallout was a plus. Within mortgages, we focused on securities less susceptible to being prepaid, which helped amid the massive refinancing wave in the fall. Finally, given its conservative nature, the strategic cash portion of the fund, managed by John Todd, did what it's designed to do - provide reasonably steady returns to help offset capital market volatility.

Q. What drove the equity portion of the fund?

A. The equity portion of the fund beat the S&P 500 by a respectable margin. Charles Mangum, who took over the fund's equity investments on October 9, 2001, deserves credit for finding and exploiting value opportunities in the market. While sector positioning was critical to his success, so was stock picking, as several high-profile companies disappointed on earnings and/or experienced severe financial stress. Charles' pursuit of growth at a reasonable price worked well, as he added exposure to high-quality names within such volatile sectors as technology that were badly beaten down coming out of 9/11. Within tech, the fund benefited most from Charles' focus on more established and stable companies that he felt would rebound faster than the more aggressive, debt-burdened companies. Sizable positions in large-caps Micron Technology and Microsoft helped quite a bit, as did taking profits on smaller-sized stocks, such as Network Associates, that had performed well but became expensive late in 2001.

Q. What else influenced stock performance?

A. Other cyclical plays that helped us during the fourth quarter included energy services stocks such as BJ Services, and media holdings such as Clear Channel Communications, as well as various banks and more aggressive brokerage-related names. Charles also added to positions in a handful of attractively priced consumer staples stocks, including Coca-Cola, which - due to their defensive nature - fared well during the second half of the period as the prospects for a vigorous economic recovery waned. On the down side, the fund was hurt the most by the continued struggles of leading pharmaceutical companies, most notably Bristol-Myers Squibb and Schering-Plough, which failed to deliver expected earnings growth.

Q. What's your outlook?

A. There are more signs of stability in the economy today than there were earlier in the period. However, I'm concerned about near-term stock performance given the price risk if the economic recovery fails to solidify and corporate earnings don't improve. While I remain optimistic about high-yield securities given their attractive coupons and still-cheap relative valuations, I've become less positive of late given their recent strong performance.

Semiannual Report

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

Fund Facts

Goal: high current income, and capital appreciation when appropriate

Fund number: 328

Trading symbol: FASIX

Start date: October 1, 1992

Size: as of March 31, 2002, more than $919 million

Manager: Richard Habermann, since 1996; manager, Fidelity Asset Manager: Aggressive, since 1999; Fidelity Asset Manager and Fidelity Asset Manager: Growth, since 1996; Fidelity Trend Fund, 1977-1982; Fidelity Magellan Fund, 1972-1977; joined Fidelity in 1968

3

Dick Habermann discusses a recovery in equities:

"I'm still looking for a catalyst to get equities back on track. It would be highly unusual for stocks to underperform bonds for a third straight year. Moreover, if you look back at post-World War II history, excluding 2000-01, there was only one instance in which we even had back-to-back down years in the S&P 500. While the probability is slim for stocks to pull off a three-peat, it's not impossible. We're already seeing the factors driving economic growth in recent months begin to show signs of reversing. Among the key drivers were low interest rates, low energy prices and a huge mortgage-refinancing boom that has since ended. This reversal may, in fact, take some steam out of the once-resilient consumer, leaving corporations to pick up the slack by boosting capital expenditures. The problem is, corporations are still very cautious given uncertainty about earnings - the lifeblood of capital spending - and are thus unlikely to step in and fill the void. Exports, given a continued strong dollar, might not provide much help either. So, as the inventory correction nears an end in most sectors, particularly technology, there needs to be a resurgence in end demand from businesses to help grow earnings, strengthen the economy and power stock prices from today's still-lofty levels."

Note to shareholders: Effective April 1, 2002, Jeff Moore assumed responsibility for managing the fund's investment-grade bond subportfolio.

Semiannual Report

Investment Changes

Top Five Bond Issuers as of March 31, 2002

(with maturities greater than one year)

% of fund's
net assets

% of fund's net assets
6 months ago

Fannie Mae

13.1

13.1

U.S. Treasury Obligations

7.4

5.7

Government National Mortgage Association

3.0

2.3

AT&T Corp.

0.4

0.4

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.

0.4

0.4

24.3

Quality Diversification as of March 31, 2002

(Moody's Ratings)

% of fund's
investments

% of fund's investments
6 months ago

Aaa, Aa, A

30.7

30.5

Baa

9.1

9.2

Ba and Below

10.5

8.8

Not Rated

0.1

0.1

Table excludes short-term investments. Where Moody's ratings are not available, we have used S&P ® ratings.

Top Five Stocks as of March 31, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

Cardinal Health, Inc.

1.5

0.1

Clear Channel Communications, Inc.

1.0

0.0

General Electric Co.

0.9

0.6

Fannie Mae

0.9

0.2

Bristol-Myers Squibb Co.

0.8

0.2

5.1

Asset Allocation (% of fund's net assets)

As of March 31, 2002 *

As of September 30, 2001**

Stock class 20.0%

Stock class 21.6%

Bond class 51.0%

Bond class 47.2%

Short-term class 29.0%

Short-term class 31.2%

* Foreign investments

3.7%

** Foreign investments

4.5%



Asset allocations in the pie charts reflect the categorization of assets as defined in the fund's prospectus in effect as of the time periods indicated above. Financial Statement categorizations conform to accounting standards and will differ from the pie chart.

Semiannual Report

Investments March 31, 2002 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 19.8%

Shares

Value
(Note 1)

CONSUMER DISCRETIONARY - 2.3%

Hotels, Restaurants & Leisure - 0.1%

McDonald's Corp.

27,700

$ 768,675

Household Durables - 0.1%

Centex Corp.

2,700

140,211

KB Home

4,700

203,980

Leggett & Platt, Inc.

7,100

176,080

Pulte Homes, Inc.

1,100

52,635

572,906

Media - 1.5%

AOL Time Warner, Inc. (a)

175,000

4,138,750

Clear Channel Communications, Inc. (a)

172,800

8,883,648

Comcast Corp. Class A (special) (a)

10,200

324,360

Viacom, Inc. Class B (non-vtg.) (a)

3,100

149,947

13,496,705

Multiline Retail - 0.2%

Costco Wholesale Corp. (a)

11,200

445,984

Federated Department Stores, Inc. (a)

19,300

788,405

Target Corp.

18,700

806,344

2,040,733

Specialty Retail - 0.4%

Abercrombie & Fitch Co. Class A (a)

7,800

240,240

Gap, Inc.

10,500

157,920

Home Depot, Inc.

33,400

1,623,574

Lowe's Companies, Inc.

36,200

1,574,338

The Limited, Inc.

22,330

399,707

3,995,779

TOTAL CONSUMER DISCRETIONARY

20,874,798

CONSUMER STAPLES - 2.1%

Beverages - 0.8%

PepsiCo, Inc.

39,100

2,013,650

The Coca-Cola Co.

96,200

5,027,412

7,041,062

Food & Drug Retailing - 0.5%

Albertson's, Inc.

48,600

1,610,604

CVS Corp.

70,700

2,427,131

Safeway, Inc. (a)

18,300

823,866

4,861,601

Common Stocks - continued

Shares

Value
(Note 1)

CONSUMER STAPLES - continued

Food Products - 0.0%

Kraft Foods, Inc. Class A

4,000

$ 154,600

Personal Products - 0.3%

Alberto-Culver Co. Class B

17,300

934,200

Estee Lauder Companies, Inc. Class A

9,100

310,856

Gillette Co.

37,970

1,291,360

2,536,416

Tobacco - 0.5%

Philip Morris Companies, Inc.

91,100

4,798,237

TOTAL CONSUMER STAPLES

19,391,916

ENERGY - 1.0%

Energy Equipment & Services - 0.1%

GlobalSantaFe Corp.

11,375

371,963

Halliburton Co.

18,500

315,795

687,758

Oil & Gas - 0.9%

ChevronTexaco Corp.

23,400

2,112,318

Conoco, Inc.

163,500

4,770,930

Exxon Mobil Corp.

32,800

1,437,624

8,320,872

TOTAL ENERGY

9,008,630

FINANCIALS - 4.5%

Banks - 1.6%

Bank of America Corp.

14,000

952,280

Bank One Corp.

19,800

827,244

Comerica, Inc.

61,300

3,835,541

FleetBoston Financial Corp.

49,700

1,739,500

PNC Financial Services Group, Inc.

70,600

4,341,194

Synovus Financial Corp.

25,400

774,192

U.S. Bancorp, Delaware

33,846

763,904

Wachovia Corp.

30,276

1,122,634

14,356,489

Diversified Financials - 1.9%

American Express Co.

6,200

253,952

Bank United Corp. Litigation Contingent Payment Rights Trust rights 12/31/02 (a)

10,200

1,326

Citigroup, Inc.

135,967

6,733,069

Common Stocks - continued

Shares

Value
(Note 1)

FINANCIALS - continued

Diversified Financials - continued

Fannie Mae

102,300

$ 8,171,724

Merrill Lynch & Co., Inc.

29,300

1,622,634

Morgan Stanley Dean Witter & Co.

16,600

951,346

17,734,051

Insurance - 1.0%

AFLAC, Inc.

16,100

474,950

Allmerica Financial Corp.

16,500

740,850

American International Group, Inc.

96,100

6,932,654

Hartford Financial Services Group, Inc.

16,200

1,103,544

PartnerRe Ltd.

1,100

60,060

Prudential Financial, Inc.

2,700

83,835

9,395,893

TOTAL FINANCIALS

41,486,433

HEALTH CARE - 4.0%

Health Care Equipment & Supplies - 0.3%

C.R. Bard, Inc.

8,200

484,210

Guidant Corp. (a)

41,000

1,776,120

Zimmer Holdings, Inc. (a)

25,000

851,250

3,111,580

Health Care Providers & Services - 1.5%

Cardinal Health, Inc.

190,100

13,476,189

Pharmaceuticals - 2.2%

Bristol-Myers Squibb Co.

194,500

7,875,305

Elan Corp. PLC sponsored ADR (a)

51,900

721,929

Eli Lilly & Co.

13,600

1,036,320

Pfizer, Inc.

134,700

5,352,978

Pharmacia Corp.

15,700

707,756

Schering-Plough Corp.

85,100

2,663,630

Wyeth

35,500

2,330,575

20,688,493

TOTAL HEALTH CARE

37,276,262

INDUSTRIALS - 1.9%

Aerospace & Defense - 0.1%

United Technologies Corp.

8,700

645,540

Common Stocks - continued

Shares

Value
(Note 1)

INDUSTRIALS - continued

Airlines - 0.1%

AMR Corp. (a)

6,700

$ 176,947

Delta Air Lines, Inc.

5,700

186,504

Southwest Airlines Co.

10,100

195,435

558,886

Building Products - 0.0%

Masco Corp.

17,500

480,375

Commercial Services & Supplies - 0.1%

Allied Waste Industries, Inc. (a)

11,300

146,900

ChoicePoint, Inc. (a)

18,650

1,074,240

1,221,140

Industrial Conglomerates - 1.3%

General Electric Co.

223,800

8,381,310

Textron, Inc.

10,500

536,550

Tyco International Ltd.

93,400

3,018,688

11,936,548

Machinery - 0.1%

Ingersoll-Rand Co. Ltd. Class A

17,700

885,354

Parker Hannifin Corp.

4,060

202,594

1,087,948

Road & Rail - 0.2%

Burlington Northern Santa Fe Corp.

41,000

1,237,380

Union Pacific Corp.

10,800

671,112

1,908,492

TOTAL INDUSTRIALS

17,838,929

INFORMATION TECHNOLOGY - 2.3%

Communications Equipment - 0.2%

Cisco Systems, Inc. (a)

84,100

1,423,813

Comverse Technology, Inc. (a)

31,000

392,770

1,816,583

Computers & Peripherals - 0.4%

Dell Computer Corp. (a)

92,200

2,407,342

EMC Corp. (a)

20,400

243,168

Sun Microsystems, Inc. (a)

37,200

328,104

2,978,614

Electronic Equipment & Instruments - 0.1%

Ingram Micro, Inc. Class A (a)

12,500

206,875

Common Stocks - continued

Shares

Value
(Note 1)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

Solectron Corp. (a)

87,900

$ 685,620

Symbol Technologies, Inc.

19,700

221,428

1,113,923

IT Consulting & Services - 0.0%

Electronic Data Systems Corp.

3,100

179,769

Semiconductor Equipment & Products - 0.7%

Altera Corp. (a)

20,300

443,961

Analog Devices, Inc. (a)

13,400

603,536

Intel Corp.

50,000

1,520,500

KLA-Tencor Corp. (a)

5,000

332,500

Linear Technology Corp.

18,700

826,914

Micron Technology, Inc. (a)

32,700

1,075,830

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

29,500

612,125

Teradyne, Inc. (a)

2,500

98,575

United Microelectronics Corp. sponsored ADR

52,600

560,190

Xilinx, Inc. (a)

11,400

454,404

6,528,535

Software - 0.9%

Adobe Systems, Inc.

14,100

568,089

Computer Associates International, Inc.

85,000

1,860,650

Microsoft Corp. (a)

92,500

5,578,675

Oracle Corp. (a)

29,600

378,880

8,386,294

TOTAL INFORMATION TECHNOLOGY

21,003,718

MATERIALS - 0.1%

Chemicals - 0.0%

E.I. du Pont de Nemours & Co.

8,100

381,915

Praxair, Inc.

1,000

59,800

441,715

Metals & Mining - 0.1%

Alcoa, Inc.

14,200

535,908

Paper & Forest Products - 0.0%

International Paper Co.

10,700

460,207

TOTAL MATERIALS

1,437,830

Common Stocks - continued

Shares

Value
(Note 1)

TELECOMMUNICATION SERVICES - 1.4%

Diversified Telecommunication Services - 1.4%

AT&T Corp.

88,200

$ 1,384,740

BellSouth Corp.

79,300

2,922,998

Qwest Communications International, Inc.

75,000

616,500

SBC Communications, Inc.

93,500

3,500,640

Verizon Communications, Inc.

85,800

3,916,770

12,341,648

Wireless Telecommunication Services - 0.0%

Nextel Communications, Inc. Class A (a)

33,700

181,306

TOTAL TELECOMMUNICATION SERVICES

12,522,954

UTILITIES - 0.2%

Electric Utilities - 0.2%

AES Corp. (a)

15,500

139,500

FirstEnergy Corp.

32,100

1,110,018

Progress Energy, Inc. warrants 12/31/07 (a)

9,200

0

Southern Co.

13,300

352,317

1,601,835

TOTAL COMMON STOCKS

(Cost $174,328,608)

182,443,305

Preferred Stocks - 0.2%

Convertible Preferred Stocks - 0.0%

FINANCIALS - 0.0%

Diversified Financials - 0.0%

AES Trust VII $3.00

8,900

170,435

Nonconvertible Preferred Stocks - 0.2%

CONSUMER DISCRETIONARY - 0.2%

Media - 0.2%

CSC Holdings, Inc.:

Series H, $11.75

8,530

895,650

Series M, $11.125

10,966

1,129,498

2,025,148

TOTAL PREFERRED STOCKS

(Cost $2,201,043)

2,195,583

Corporate Bonds - 24.9%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Convertible Bonds - 0.9%

CONSUMER DISCRETIONARY - 0.1%

Specialty Retail - 0.1%

Gap, Inc. 5.75% 3/15/09 (g)

Ba3

$ 401,000

$ 466,146

FINANCIALS - 0.0%

Diversified Financials - 0.0%

Elan Finance Corp. Ltd. liquid yield option note 0% 12/14/18

Baa3

620,000

301,475

HEALTH CARE - 0.3%

Biotechnology - 0.1%

Affymetrix, Inc. 4.75% 2/15/07

-

840,000

669,900

Aviron 5.25% 2/1/08

-

200,000

200,000

869,900

Health Care Providers & Services - 0.2%

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

Ba1

1,390,000

1,348,300

TOTAL HEALTH CARE

2,218,200

INFORMATION TECHNOLOGY - 0.4%

Communications Equipment - 0.2%

CIENA Corp. 3.75% 2/1/08

Ba3

270,000

173,799

Comverse Technology, Inc. 1.5% 12/1/05

BB

600,000

459,174

Juniper Networks, Inc. 4.75% 3/15/07

B2

1,210,000

869,397

ONI Systems Corp. 5% 10/15/05

CCC

190,000

145,635

1,648,005

Electronic Equipment & Instruments - 0.1%

Agilent Technologies, Inc. 3% 12/1/21 (g)

Baa2

200,000

251,912

Sanmina-SCI Corp.:

0% 9/12/20

Ba3

1,400,000

505,680

4.25% 5/1/04

Ba2

160,000

150,800

908,392

Semiconductor Equipment & Products - 0.1%

Atmel Corp. 0% 5/23/21

CCC+

407,000

136,833

LSI Logic Corp. 4% 2/15/05

Ba3

280,000

241,500

Vitesse Semiconductor Corp. 4% 3/15/05

B2

520,000

412,100

790,433

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Convertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Software - 0.0%

Network Associates, Inc. 5.25% 8/15/06 (g)

-

$ 60,000

$ 93,270

TOTAL INFORMATION TECHNOLOGY

3,440,100

TELECOMMUNICATION SERVICES - 0.1%

Diversified Telecommunication Services - 0.0%

Korea Telecom Corp. 0.25% 1/4/07 (g)

Baa2

540,000

616,950

Wireless Telecommunication Services - 0.1%

Aether Systems, Inc. 6% 3/22/05

-

200,000

109,680

Nextel Communications, Inc.:

4.75% 7/1/07

B1

100,000

59,000

6% 6/1/11 (g)

B1

210,000

116,802

6% 6/1/11

B1

700,000

389,340

674,822

TOTAL TELECOMMUNICATION SERVICES

1,291,772

UTILITIES - 0.0%

Multi-Utilities - 0.0%

Enron Corp. 0% 2/7/21 (d)

Ca

2,160,000

194,400

TOTAL CONVERTIBLE BONDS

7,912,093

Nonconvertible Bonds - 24.0%

CONSUMER DISCRETIONARY - 6.0%

Auto Components - 0.1%

American Axle & Manufacturing, Inc. 9.75% 3/1/09

Ba3

150,000

160,500

ArvinMeritor, Inc. 8.75% 3/1/12

Baa3

290,000

301,600

Delco Remy International, Inc. 11% 5/1/09

B2

180,000

162,000

Goodyear Tire & Rubber Co.:

6.625% 12/1/06

Baa3

150,000

141,750

7.857% 8/15/11

Baa3

240,000

232,800

8.5% 3/15/07

Baa3

60,000

60,600

Lear Corp. 8.11% 5/15/09

Ba1

355,000

365,650

1,424,900

Hotels, Restaurants & Leisure - 1.4%

Alliance Gaming Corp. 10% 8/1/07

B3

335,000

352,588

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

Anchor Gaming 9.875% 10/15/08

Ba3

$ 330,000

$ 367,950

Aztar Corp. 8.875% 5/15/07

Ba3

90,000

92,250

Bally Total Fitness Holding Corp. 9.875% 10/15/07

B2

415,000

412,925

Boyd Gaming Corp. 9.25% 10/1/03

Ba3

300,000

310,500

Capstar Hotel Co. 8.75% 8/15/07

Ba3

30,000

29,550

Circus Circus Enterprises, Inc.:

6.45% 2/1/06

Ba2

110,000

105,738

6.75% 7/15/03

Ba3

80,000

79,800

Coast Hotels & Casinos, Inc. 9.5% 4/1/09 (g)

B3

180,000

189,900

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

B1

420,000

433,125

Domino's, Inc. 10.375% 1/15/09

B3

841,000

912,485

Florida Panthers Holdings, Inc. 9.875% 4/15/09

B2

365,000

386,900

Friendly Ice Cream Corp. 10.5% 12/1/07

B3

200,000

192,000

Harrah's Operating Co., Inc. 7.875% 12/15/05

Ba1

380,000

397,100

Herbst Gaming, Inc. 10.75% 9/1/08

B2

220,000

231,000

Hilton Hotels Corp. 7.625% 5/15/08

Ba1

330,000

323,400

HMH Properties, Inc.:

7.875% 8/1/05

Ba3

525,000

519,750

7.875% 8/1/08

Ba3

120,000

117,600

Hollywood Park, Inc. 9.25% 2/15/07

Caa1

165,000

156,750

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

Ba3

250,000

263,125

International Game Technology:

7.875% 5/15/04

Ba1

360,000

370,800

8.375% 5/15/09

Ba1

420,000

436,800

ITT Corp.:

6.75% 11/15/05

Ba1

190,000

188,100

7.375% 11/15/15

Ba1

350,000

329,000

Mandalay Resort Group 10.25% 8/1/07

Ba3

290,000

313,925

MGM Mirage, Inc.:

6.95% 2/1/05

Ba1

180,000

180,936

9.75% 6/1/07

Ba2

180,000

194,400

Mirage Resorts, Inc.:

6.75% 8/1/07

Ba1

130,000

125,645

7.25% 10/15/06

Ba1

325,000

324,344

Mohegan Tribal Gaming Authority:

8% 4/1/12 (g)

Ba3

290,000

288,550

8.125% 1/1/06

Ba2

420,000

430,500

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

Park Place Entertainment Corp.:

7.875% 12/15/05

Ba2

$ 745,000

$ 748,725

7.875% 3/15/10 (g)

Ba2

290,000

287,463

Resorts International Hotel & Casino, Inc. 11.5% 3/15/09 (g)

B2

410,000

387,450

Sun International Hotels Ltd./Sun International North America, Inc.:

8.875% 8/15/11

Ba3

660,000

671,550

yankee:

8.625% 12/15/07

B2

120,000

121,800

9% 3/15/07

B2

170,000

175,525

Tricon Global Restaurants, Inc.:

8.5% 4/15/06

Ba1

325,000

337,188

8.875% 4/15/11

Ba1

700,000

742,000

12,529,137

Household Durables - 0.4%

D.R. Horton, Inc. 8% 2/1/09

Ba1

590,000

581,150

Juno Lighting, Inc. 11.875% 7/1/09

B3

240,000

250,800

K. Hovnanian Enterprises, Inc. 8.875% 4/1/12 (g)

B2

405,000

393,863

Kaufman & Broad Home Corp. 7.75% 10/15/04

Ba2

130,000

133,575

KB Home 8.625% 12/15/08

Ba3

300,000

307,500

Kinetic Concepts, Inc. 9.625% 11/1/07

B3

320,000

331,200

Lennar Corp. 9.95% 5/1/10

Ba1

310,000

345,650

Mohawk Industries, Inc. 6.5% 4/15/07 (g)

Baa2

475,000

476,310

Ryland Group, Inc. 9.75% 9/1/10

Ba2

270,000

292,950

WCI Communities, Inc. 10.625% 2/15/11

B1

645,000

696,600

3,809,598

Internet & Catalog Retail - 0.1%

Amazon.com, Inc. 0% 5/1/08 (e)

B3

110,000

93,500

J. Crew Group, Inc. 0% 10/15/08 (e)

Caa3

910,000

573,300

666,800

Leisure Equipment & Products - 0.1%

Hasbro, Inc.:

5.6% 11/1/05

Ba3

150,000

139,125

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Leisure Equipment & Products - continued

Hasbro, Inc.: - continued

7.95% 3/15/03

Ba3

$ 465,000

$ 474,300

Hockey Co. 11.25% 4/15/09 (g)

B2

190,000

192,375

805,800

Media - 3.0%

Adelphia Communications Corp.:

7.5% 1/15/04

B2

170,000

154,700

9.25% 10/1/02

B2

175,000

169,750

10.25% 11/1/06

B2

530,000

482,300

10.25% 6/15/11

B2

550,000

495,000

10.5% 7/15/04

B2

135,000

130,950

10.875% 10/1/10

B2

70,000

64,400

AMC Entertainment, Inc.:

9.5% 3/15/09

Caa3

40,000

39,800

9.875% 2/1/12 (g)

Caa3

380,000

381,900

American Media Operations, Inc.:

10.25% 5/1/09

B2

40,000

41,400

10.25% 5/1/09 (g)

B2

290,000

300,150

British Sky Broadcasting Group PLC yankee:

7.3% 10/15/06

Ba1

400,000

398,952

8.2% 7/15/09

Ba1

780,000

785,749

Century Communications Corp. 8.375% 12/15/07

B2

80,000

72,000

Chancellor Media Corp. 8% 11/1/08

Ba1

410,000

431,525

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

0% 1/15/10 (e)

B2

240,000

164,400

0% 5/15/11 (e)

B2

1,200,000

696,000

8.25% 4/1/07

B2

510,000

466,650

8.625% 4/1/09

B2

935,000

850,850

9.625% 11/15/09 (g)

B2

290,000

275,500

10% 4/1/09

B2

860,000

838,500

11.125% 1/15/11

B2

330,000

334,950

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

Caa2

495,000

485,100

Clear Channel Communications, Inc. 6% 11/1/06

Baa3

805,000

784,030

Continental Cablevision, Inc. 8.3% 5/15/06

Baa2

1,275,000

1,334,543

Corus Entertainment, Inc. 8.75% 3/1/12 (g)

B1

140,000

144,900

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

CSC Holdings, Inc.:

9.875% 2/15/13

Ba3

$ 385,000

$ 408,100

9.875% 4/1/23

BB-

300,000

318,000

10.5% 5/15/16

Ba3

35,000

38,850

EchoStar DBS Corp.:

9.125% 1/15/09 (g)

B1

140,000

143,850

9.25% 2/1/06

B1

1,375,000

1,409,375

Entravision Communications Corp. 8.125% 3/15/09 (g)

B3

90,000

91,013

Fox Family Worldwide, Inc.:

9.25% 11/1/07

Baa1

880,000

932,800

10.25% 11/1/07 (f)

Baa1

235,000

251,450

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

B2

865,000

873,650

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

B2

1,370,000

1,383,700

FrontierVision Operating Partners LP/FrontierVision Capital Corp. 11% 10/15/06

B2

590,000

606,225

Granite Broadcasting Corp. 10.375% 5/15/05

Ca

45,000

41,400

Hearst-Argyle Television, Inc. 7.5% 11/15/27

Baa3

1,150,000

977,661

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

B1

160,000

145,600

Lamar Media Corp.:

9.25% 8/15/07

B1

150,000

156,750

9.625% 12/1/06

Ba3

200,000

209,500

News America Holdings, Inc.:

7.7% 10/30/25

Baa3

1,090,000

1,031,696

8% 10/17/16

Baa3

770,000

789,212

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

B2

560,000

543,200

Pegasus Satellite Communications, Inc.:

0% 3/1/07 (e)

Caa1

470,000

188,000

12.375% 8/1/06

B3

240,000

168,000

PRIMEDIA, Inc. 8.875% 5/15/11

Ba3

200,000

178,000

Radio One, Inc. 8.875% 7/1/11

B3

485,000

509,250

Regal Cinemas Corp. 9.375% 2/1/12 (g)

B3

260,000

273,000

Satelites Mexicanos SA de CV 6.38% 6/30/04 (g)(i)

B1

195,000

173,550

Shaw Communications, Inc. 8.25% 4/11/10

Baa3

1,275,000

1,338,788

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

Sinclair Broadcast Group, Inc.:

8% 3/15/12 (g)

B2

$ 520,000

$ 516,100

8.75% 12/15/07

B2

180,000

185,400

Spanish Broadcasting System, Inc. 9.625% 11/1/09

B3

140,000

146,125

TCI Communications, Inc. 9.8% 2/1/12

Baa2

310,000

344,934

Telemundo Holdings, Inc. 0% 8/15/08 (e)

B3

375,000

371,250

Time Warner, Inc. 8.18% 8/15/07

Baa1

2,115,000

2,288,980

Yell Finance BV:

0% 8/1/11 (e)

B2

300,000

195,000

10.75% 8/1/11

B2

220,000

237,600

27,790,008

Multiline Retail - 0.4%

Dillard's, Inc.:

6.125% 11/1/03

Ba1

105,000

102,900

6.39% 8/1/03

Ba1

230,000

226,550

6.43% 8/1/04

Ba1

71,000

69,403

6.875% 6/1/05

Ba1

50,000

48,000

7.15% 9/1/02

Ba1

355,000

355,000

7.375% 6/1/06

Ba1

50,000

48,500

Federated Department Stores, Inc.:

6.79% 7/15/27

Baa1

800,000

828,152

8.5% 6/15/03

Baa1

830,000

866,429

JCPenney Co., Inc.:

6.125% 11/15/03

Ba2

155,000

151,900

6.9% 8/15/26

Ba2

275,000

264,000

7.25% 4/1/02

Ba2

500,000

497,500

7.95% 4/1/17

Ba2

60,000

50,400

Saks, Inc.:

7.25% 12/1/04

B1

40,000

39,500

7.5% 12/1/10

B1

100,000

94,000

8.25% 11/15/08

B1

40,000

39,200

9.875% 10/1/11

B1

192,000

199,200

3,880,634

Specialty Retail - 0.2%

AutoNation, Inc. 9% 8/1/08

Ba2

130,000

136,825

Gap, Inc.:

5.625% 5/1/03

Ba3

280,000

271,600

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Gap, Inc.: - continued

8.15% 12/15/05 (f)(g)

Ba3

$ 380,000

$ 366,700

8.8% 12/15/08 (f)(g)

Ba3

140,000

135,800

Michaels Stores, Inc. 9.25% 7/1/09

Ba2

250,000

266,250

Office Depot, Inc. 10% 7/15/08

Ba1

345,000

382,950

PETCO Animal Supplies, Inc. 10.75% 11/1/11 (g)

B3

80,000

87,800

United Auto Group, Inc. 9.625% 3/15/12 (g)

B3

130,000

133,250

United Rentals, Inc.:

8.8% 8/15/08

B2

40,000

40,400

9% 4/1/09

B2

40,000

40,800

9.25% 1/15/09

B2

190,000

195,225

2,057,600

Textiles & Apparel - 0.3%

Jones Apparel Group, Inc. 7.875% 6/15/06

Baa2

1,425,000

1,476,257

Levi Strauss & Co. 6.8% 11/1/03

B2

350,000

341,250

The William Carter Co. 10.875% 8/15/11

B3

250,000

268,125

Tommy Hilfiger USA, Inc. 6.5% 6/1/03

Ba1

590,000

585,575

2,671,207

TOTAL CONSUMER DISCRETIONARY

55,635,684

CONSUMER STAPLES - 0.6%

Beverages - 0.1%

Canandaigua Brands, Inc. 8.625% 8/1/06

Ba2

110,000

116,325

Constellation Brands, Inc. 8.125% 1/15/12

Ba3

310,000

316,200

Cott Beverages, Inc. 8% 12/15/11 (g)

B2

300,000

303,750

736,275

Food & Drug Retailing - 0.0%

Great Atlantic & Pacific Tea, Inc.:

7.75% 4/15/07

B2

140,000

139,475

9.125% 12/15/11

B2

160,000

167,200

Pathmark Stores, Inc. 8.75% 2/1/12 (g)

B2

140,000

144,900

451,575

Food Products - 0.2%

Dean Foods Co.:

6.75% 6/15/05

B1

230,000

230,000

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSUMER STAPLES - continued

Food Products - continued

Dean Foods Co.: - continued

6.9% 10/15/17

B1

$ 290,000

$ 246,500

8.15% 8/1/07

B1

260,000

261,300

Del Monte Corp. 9.25% 5/15/11

B3

695,000

729,750

Smithfield Foods, Inc. 8% 10/15/09

Ba2

180,000

181,800

1,649,350

Household Products - 0.0%

Fort James Corp. 6.875% 9/15/07

Baa3

70,000

65,450

Tobacco - 0.3%

Philip Morris Companies, Inc. 7% 7/15/05

A2

1,755,000

1,824,691

RJ Reynolds Tobacco Holdings, Inc. 7.375% 5/15/03

Baa2

1,290,000

1,317,000

3,141,691

TOTAL CONSUMER STAPLES

6,044,341

ENERGY - 1.3%

Energy Equipment & Services - 0.3%

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

B1

355,000

362,100

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

Ba3

210,000

218,400

Key Energy Services, Inc.:

Series B, 8.375% 3/1/08

Ba3

405,000

415,125

8.375% 3/1/08

Ba3

130,000

133,250

14% 1/15/09

B2

110,000

125,950

Parker Drilling Co. 9.75% 11/15/06

B1

235,000

240,875

Petroliam Nasional BHD (Petronas) yankee 8.875% 8/1/04 (g)

Baa1

1,085,000

1,193,500

2,689,200

Oil & Gas - 1.0%

Alberta Energy Co. Ltd. yankee 7.375% 11/1/31

Baa1

570,000

573,996

Chesapeake Energy Corp.:

7.875% 3/15/04

B1

410,000

414,100

8.125% 4/1/11

B1

75,000

75,188

Cross Timbers Oil Co.:

8.75% 11/1/09

Ba3

195,000

204,750

9.25% 4/1/07

Ba3

135,000

141,750

Devon Energy Corp. 7.95% 4/15/32

Baa2

900,000

901,089

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

ENERGY - continued

Oil & Gas - continued

Forest Oil Corp.:

8% 6/15/08

Ba3

$ 190,000

$ 195,225

8% 12/15/11 (g)

Ba3

80,000

81,600

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

B2

90,000

94,050

Nuevo Energy Co. 9.5% 6/1/08

B2

190,000

188,100

Oryx Energy Co.:

8% 10/15/03

Baa2

920,000

959,772

8.125% 10/15/05

Baa2

1,440,000

1,532,750

Pennzoil-Quaker State Co.:

6.75% 4/1/09

Ba2

20,000

20,500

9.4% 12/1/02 (f)

Ba2

30,000

30,600

10% 11/1/08 (g)

Ba3

370,000

429,200

Petro-Canada yankee 7% 11/15/28

Baa2

430,000

394,013

Phillips Petroleum Co. 8.75% 5/25/10

A3

580,000

661,403

Plains Resources, Inc. Series F, 10.25% 3/15/06

B2

165,000

170,775

Pogo Producing Co. 8.25% 4/15/11

B1

395,000

412,775

Suncor Energy, Inc. 7.15% 2/1/32

A3

550,000

541,519

The Coastal Corp. 9.625% 5/15/12

Baa2

975,000

1,100,132

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

BBB

80,000

87,400

Triton Energy Ltd./Triton Energy Corp. 9.25% 4/15/05

Baa2

70,000

76,475

9,287,162

TOTAL ENERGY

11,976,362

FINANCIALS - 7.3%

Banks - 1.9%

Bank of America Corp.:

7.4% 1/15/11

Aa3

1,210,000

1,278,438

7.8% 2/15/10

Aa3

1,140,000

1,229,216

Bank One Corp. 7.875% 8/1/10

A1

485,000

528,572

BankBoston Corp. 6.625% 2/1/04

A2

150,000

156,072

BankBoston NA 6.5% 12/19/07

A1

2,000,000

2,022,500

Capital One Bank:

6.375% 2/15/03

Baa2

880,000

878,469

6.5% 7/30/04

Baa2

515,000

502,681

6.65% 3/15/04

Baa3

440,000

434,364

6.7% 5/15/08

Baa2

60,000

63,115

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

FINANCIALS - continued

Banks - continued

Capital One Bank: - continued

6.875% 2/1/06

Baa2

$ 125,000

$ 120,731

Chevy Chase Savings Bank FSB 9.25% 12/1/08

Ba3

310,000

310,000

Den Danske Bank AS 6.375% 6/15/08 (g)(i)

Aa3

2,190,000

2,209,710

Fleet Financial Group, Inc. 7.125% 4/15/06

A2

350,000

367,703

Home Savings of America FSB 6.5% 8/15/04

A3

750,000

772,298

HSBC Finance Nederland BV 7.4% 4/15/03 (g)

A1

250,000

259,205

Korea Development Bank:

6.625% 11/21/03

Baa2

1,320,000

1,349,528

7.125% 4/22/04

Baa2

620,000

642,611

7.375% 9/17/04

Baa2

195,000

204,317

MBNA Corp. 6.25% 1/17/07

Baa2

480,000

467,928

PNC Funding Corp. 6.875% 3/1/03

A3

530,000

546,271

Royal Bank of Scotland Group PLC:

7.648% 12/31/49 (i)

Aa3

585,000

601,585

7.816% 11/29/49

A1

1,020,000

1,077,016

Sovereign Bancorp, Inc.:

8.625% 3/15/04

Ba2

515,000

531,738

10.5% 11/15/06

Ba2

210,000

229,950

Washington Mutual Bank 6.875% 6/15/11

A3

1,020,000

1,025,712

17,809,730

Diversified Financials - 4.2%

Ahmanson Capital Trust I 8.36% 12/1/26 (g)

A3

1,000,000

978,920

Alliance Capital Management LP 5.625% 8/15/06

A2

575,000

571,608

American Airlines pass thru trust certificate 7.8% 4/1/08 (g)

A

450,000

445,500

American Gen. Finance Corp. 5.875% 7/14/06

A1

1,180,000

1,184,614

Amvescap PLC yankee 6.6% 5/15/05

A2

2,920,000

2,967,070

Armkel Finance, Inc. 9.5% 8/15/09

B2

380,000

406,600

Associates Corp. of North America:

5.8% 4/20/04

Aa1

1,150,000

1,182,729

6.95% 11/1/18

Aa1

1,190,000

1,196,200

BRL Universal Equipment 2001 A LP/BRL Universal Equipment Corp. 8.875% 2/15/08

Ba3

425,000

437,750

Capital One Financial Corp.:

7.125% 8/1/08

Baa3

1,920,000

1,741,037

7.25% 12/1/03

Baa3

60,000

59,400

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financials - continued

Capital One Financial Corp.: - continued

7.25% 5/1/06

Baa3

$ 200,000

$ 188,000

8.75% 2/1/07

Baa3

60,000

59,400

CIT Group, Inc. 7.75% 4/2/12

A2

525,000

526,801

Citigroup, Inc. 7.25% 10/1/10

Aa2

830,000

873,401

Continental Airlines, Inc.:

pass thru trust certificate:

6.795% 8/2/18

Baa3

29,705

27,489

6.9% 1/2/17

Baa3

85,729

78,941

7.256% 9/15/21

Baa1

53,098

51,324

Countrywide Home Loans, Inc.:

5.5% 8/1/06

A3

920,000

904,636

6.45% 2/27/03

A3

1,200,000

1,232,124

Credit Suisse First Boston (USA), Inc. 6.5% 1/15/12

Aa3

980,000

968,439

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

Ba3

190,000

186,675

Delta Air Lines, Inc. pass thru trust certificate:

7.57% 11/18/10

A3

475,000

483,042

7.92% 5/18/12

A3

100,000

98,580

Devon Financing Corp. ULC 6.875% 9/30/11

Baa2

1,680,000

1,635,362

El Paso Energy Partners LP/El Paso Energy Partners Finance Corp. 8.5% 6/1/11

B1

305,000

314,150

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

Ba3

70,000

69,650

Ford Motor Credit Co.:

7.25% 10/25/11

A3

750,000

726,704

7.375% 10/28/09

A3

450,000

441,414

7.5% 3/15/05

A3

1,060,000

1,080,575

7.875% 6/15/10

A3

500,000

502,420

General Motors Acceptance Corp. 6.875% 9/15/11

A2

520,000

506,418

Goldman Sachs Group, Inc. 6.6% 1/15/12

A1

880,000

875,627

GS Escrow Corp. 7% 8/1/03

Ba1

960,000

969,658

Household Finance Corp. 8% 5/9/05

A2

605,000

636,865

HSBC Capital Funding LP 9.547% 12/31/49 (f)(g)

A1

1,275,000

1,468,558

IOS Capital, Inc. 9.75% 6/15/04

Baa2

380,000

383,800

Mediacom Broadband LLC/Mediacom Broadband Corp. 11% 7/15/13

B2

620,000

688,200

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financials - continued

Meditrust Exercisable Put Options Securities Trust 7.114% 8/15/04 (g)

Ba3

$ 40,000

$ 39,200

Morgan Stanley Dean Witter & Co. 6.6% 4/1/12

Aa3

1,305,000

1,298,423

NiSource Finance Corp. 7.875% 11/15/10

Baa3

1,285,000

1,231,840

Qwest Capital Funding, Inc. 5.875% 8/3/04

Baa3

635,000

549,400

Salomon Smith Barney Holdings, Inc. 5.875% 3/15/06

Aa1

875,000

882,709

Sears Roebuck Acceptance Corp. 6.7%
4/15/12

A3

850,000

837,123

SESI LLC 8.875% 5/15/11

B1

240,000

240,000

Sprint Capital Corp.:

6.125% 11/15/08

Baa2

1,040,000

928,221

6.875% 11/15/28

Baa2

435,000

346,960

8.375% 3/15/12 (g)

Baa2

390,000

385,125

8.75% 3/15/32 (g)

Baa2

920,000

892,400

Stone Container Finance Co. yankee 11.5% 8/15/06 (g)

B2

125,000

135,625

TIAA Global Markets, Inc. 5% 3/1/07 (g)

Aaa

565,000

551,011

TXU Eastern Funding yankee 6.75% 5/15/09

Baa1

1,180,000

1,136,694

U.S. West Capital Funding, Inc. 6.25%
7/15/05

Baa3

150,000

129,509

UBS Preferred Funding Trust 1 8.622% 12/29/49

Aa2

1,000,000

1,104,720

Xerox Capital (Europe) PLC 5.75% 5/15/02

Ba1

305,000

298,900

38,137,541

Insurance - 0.2%

Allstate Corp. 6.125% 2/15/12

A1

1,460,000

1,422,040

MetLife, Inc. 6.125% 12/1/11

A1

505,000

494,673

St. Paul Companies, Inc. 5.75% 3/15/07

A2

295,000

292,841

2,209,554

Real Estate - 1.0%

CenterPoint Properties Trust:

6.75% 4/1/05

Baa2

490,000

493,866

7.125% 3/15/04

Baa2

1,250,000

1,282,038

Duke-Weeks Realty LP 6.875% 3/15/05

Baa2

900,000

919,935

EOP Operating LP:

6.375% 2/15/03

Baa1

350,000

356,857

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

FINANCIALS - continued

Real Estate - continued

EOP Operating LP: - continued

6.75% 2/15/08

Baa1

$ 480,000

$ 480,178

7.75% 11/15/07

Baa1

1,710,000

1,806,290

ERP Operating LP 7.1% 6/23/04

Baa1

1,130,000

1,171,482

iStar Financial, Inc. 8.75% 8/15/08

Ba1

215,000

216,075

LNR Property Corp.:

9.375% 3/15/08

Ba3

305,000

308,050

10.5% 1/15/09

Ba3

15,000

15,750

Meditrust Corp.:

7% 8/15/07

Ba3

70,000

66,150

7.82% 9/10/26

Ba3

525,000

525,000

MeriStar Hospitality Corp. 9% 1/15/08

Ba3

310,000

316,200

Senior Housing Properties Trust 8.625% 1/15/12

Ba2

420,000

434,700

Toll Corp. 8.25% 12/1/11

Ba2

330,000

331,650

8,724,221

TOTAL FINANCIALS

66,881,046

HEALTH CARE - 0.8%

Health Care Providers & Services - 0.7%

AdvancePCS 8.5% 4/1/08

B1

655,000

694,300

Alderwoods Group, Inc.:

11% 1/2/07

-

110,000

111,100

12.25% 1/2/09

-

60,000

64,725

Beverly Enterprises, Inc.:

9% 2/15/06

B1

30,000

29,850

9.625% 4/15/09

B1

55,000

56,375

Columbia/HCA Healthcare Corp. 6.73% 7/15/45

Ba1

255,000

257,550

DaVita, Inc. 9.25% 4/15/11

B2

305,000

356,850

Dynacare, Inc. yankee 10.75% 1/15/06

B2

145,000

150,075

Express Scripts, Inc. 9.625% 6/15/09

Ba1

220,000

242,000

Hanger Orthopedic Group, Inc. 10.375% 2/15/09 (g)

B2

95,000

99,750

HCA, Inc.:

7.875% 2/1/11

Ba1

70,000

72,625

8.75% 9/1/10

Ba1

555,000

602,175

HealthSouth Corp. 6.875% 6/15/05

Ba1

100,000

99,500

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

HEALTH CARE - continued

Health Care Providers & Services - continued

Owen & Minor, Inc. 8.5% 7/15/11

Ba3

$ 410,000

$ 428,450

Rotech Healthcare, Inc. 9.5% 4/1/12 (g)

B2

100,000

103,250

Service Corp. International (SCI):

6% 12/15/05

B1

370,000

338,550

6.3% 3/15/03

B1

70,000

67,200

7.375% 4/15/04

B1

820,000

807,700

Triad Hospitals Holdings, Inc. 11% 5/15/09

B2

505,000

563,075

Triad Hospitals, Inc. 8.75% 5/1/09

B1

655,000

694,300

Unilab Corp. 12.75% 10/1/09

B3

103,000

118,965

Vanguard Health Systems, Inc. 9.75% 8/1/11

B3

620,000

654,100

6,612,465

Pharmaceuticals - 0.1%

aaiPharma, Inc. 11% 4/1/10 (g)

Caa1

290,000

290,000

Biovail Corp. 7.875% 4/1/10

B2

190,000

188,813

478,813

TOTAL HEALTH CARE

7,091,278

INDUSTRIALS - 1.5%

Aerospace & Defense - 0.0%

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

B2

215,000

227,900

Sequa Corp. 8.875% 4/1/08

Ba3

240,000

230,400

458,300

Airlines - 0.3%

AMR Corp. 9% 8/1/12

B1

60,000

58,200

Continental Airlines, Inc. 8% 12/15/05

B3

390,000

367,575

Delta Air Lines, Inc.:

6.65% 3/15/04

Ba3

240,000

232,800

7.7% 12/15/05

Ba3

245,000

236,425

7.9% 12/15/09

Ba3

350,000

332,500

8.3% 12/15/29

Ba3

455,000

386,750

Northwest Airlines, Inc.:

7.625% 3/15/05

B2

170,000

159,800

8.375% 3/15/04

B2

150,000

144,000

8.875% 6/1/06

B2

40,000

38,200

9.875% 3/15/07

B2

270,000

265,275

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Airlines - continued

United Air Lines, Inc.:

9% 12/15/03

Caa1

$ 100,000

$ 83,500

10.67% 5/1/04

Caa1

20,000

15,400

2,320,425

Building Products - 0.0%

American Standard, Inc.:

7.375% 2/1/08

Ba2

150,000

151,500

7.625% 2/15/10

Ba2

100,000

101,000

252,500

Commercial Services & Supplies - 0.4%

Allied Waste North America, Inc.:

7.375% 1/1/04

Ba3

120,000

120,000

7.625% 1/1/06

Ba3

440,000

431,200

7.875% 1/1/09

Ba3

465,000

453,375

8.5% 12/1/08 (g)

Ba3

300,000

300,000

10% 8/1/09

B2

180,000

183,600

Browning-Ferris Industries, Inc. 6.375%
1/15/08

Ba3

260,000

236,600

Coinmach Corp. 9% 2/1/10 (g)

B2

350,000

362,250

Iron Mountain, Inc.:

8.625% 4/1/13

B2

505,000

522,675

8.75% 9/30/09

B2

430,000

445,050

Mail-Well I Corp. 9.625% 3/15/12 (g)

B1

200,000

206,000

Waste Management, Inc. 7.375% 8/1/10

Ba1

430,000

426,371

3,687,121

Machinery - 0.4%

AGCO Corp.:

8.5% 3/15/06

B1

40,000

40,200

9.5% 5/1/08

Ba3

220,000

237,600

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

B2

405,000

417,150

Dunlop Standard Aerospace Holdings PLC yankee 11.875% 5/15/09

B3

660,000

673,200

Joy Global, Inc. 8.75% 3/15/12 (g)

B2

70,000

72,100

Navistar International Corp. 9.375% 6/1/06

Ba1

370,000

390,350

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Machinery - continued

Terex Corp.:

Series D, 8.875% 4/1/08

B2

$ 100,000

$ 101,500

8.875% 4/1/08

B2

220,000

224,400

Tyco International Group SA yankee 6.75% 2/15/11

Baa1

1,790,000

1,599,455

3,755,955

Marine - 0.1%

Teekay Shipping Corp. 8.875% 7/15/11

Ba2

610,000

640,500

Road & Rail - 0.3%

CSX Corp.:

6.25% 10/15/08

Baa2

715,000

705,805

6.46% 6/22/05

Baa2

1,340,000

1,376,850

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

Ba2

90,000

97,200

TFM SA de CV yankee:

0% 6/15/09 (e)

B1

85,000

79,263

10.25% 6/15/07

B1

185,000

173,900

Williams Scotsman, Inc. 9.875% 6/1/07 (g)

B3

350,000

353,063

2,786,081

TOTAL INDUSTRIALS

13,900,882

INFORMATION TECHNOLOGY - 1.0%

Communications Equipment - 0.4%

Avaya, Inc. 11.125% 4/1/09

Ba2

270,000

264,600

Crown Castle International Corp.:

9.375% 8/1/11

B3

630,000

529,200

9.5% 8/1/11

B3

90,000

75,600

10.75% 8/1/11

B3

300,000

267,000

L-3 Communications Corp.:

8% 8/1/08

Ba3

110,000

113,300

10.375% 5/1/07

Ba3

1,000,000

1,060,000

Motorola, Inc. 8% 11/1/11

A3

1,035,000

1,044,481

3,354,181

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - 0.1%

Compaq Computer Corp.:

7.45% 8/1/02

Baa2

$ 670,000

$ 676,110

7.65% 8/1/05

Baa2

530,000

544,755

1,220,865

Electronic Equipment & Instruments - 0.2%

Fisher Scientific International, Inc. 9% 2/1/08

B3

610,000

632,875

Flextronics International Ltd. yankee:

8.75% 10/15/07

Ba2

365,000

372,300

9.875% 7/1/10

Ba2

440,000

470,800

Ingram Micro, Inc. 9.875% 8/15/08

Ba2

260,000

274,300

Millipore Corp. 7.5% 4/1/07

Ba1

30,000

27,900

Solectron Corp. 9.625% 2/15/09

Ba1

220,000

218,350

1,996,525

Internet Software & Services - 0.1%

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

Baa2

900,000

887,310

IT Consulting & Services - 0.1%

Unisys Corp.:

7.875% 4/1/08

Ba1

235,000

235,588

8.125% 6/1/06

Ba1

410,000

418,200

653,788

Office Electronics - 0.0%

Mediacom LLC/Mediacom Capital Corp. 9.5% 1/15/13

B2

170,000

175,950

Semiconductor Equipment & Products - 0.1%

Amkor Technology, Inc.:

9.25% 5/1/06

B1

370,000

367,225

9.25% 2/15/08

B1

170,000

167,450

Fairchild Semiconductor Corp.:

10.375% 10/1/07

B2

250,000

266,875

10.5% 2/1/09

B2

80,000

88,000

889,550

TOTAL INFORMATION TECHNOLOGY

9,178,169

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MATERIALS - 1.2%

Chemicals - 0.3%

Foamex LP/Foamex Capital Corp. 10.75% 4/1/09 (g)

B3

$ 160,000

$ 163,200

Georgia Gulf Corp. 10.375% 11/1/07

B2

305,000

323,300

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

B3

230,000

233,450

IMC Global, Inc.:

10.875% 6/1/08

Ba1

60,000

66,300

11.25% 6/1/11

Ba1

70,000

77,350

International Specialty Holdings, Inc. 10.625% 12/15/09 (g)

B2

300,000

309,750

Lyondell Chemical Co.:

9.625% 5/1/07

Ba3

80,000

81,400

9.875% 5/1/07

Ba3

305,000

311,100

Methanex Corp. yankee:

7.4% 8/15/02

Ba1

55,000

55,000

7.75% 8/15/05

Ba1

425,000

416,500

OM Group, Inc. 9.25% 12/15/11 (g)

B3

480,000

502,800

Quaker State Corp. 6.625% 10/15/05

Ba2

210,000

215,775

2,755,925

Containers & Packaging - 0.3%

Applied Extrusion Technologies, Inc. 10.75% 7/1/11

B2

310,000

328,600

Graphic Packaging Corp. 8.625% 2/15/12 (g)

B2

70,000

72,450

Owens-Brockway Glass Container, Inc. 8.875% 2/15/09 (g)

B2

750,000

763,125

Owens-Illinois, Inc.:

7.15% 5/15/05

B3

50,000

48,250

7.35% 5/15/08

B3

40,000

36,700

7.5% 5/15/10

B3

50,000

45,000

7.8% 5/15/18

B3

370,000

306,175

7.85% 5/15/04

B3

70,000

68,075

8.1% 5/15/07

B3

70,000

66,850

Riverwood International Corp.:

10.25% 4/1/06

B-

555,000

574,425

10.625% 8/1/07

B3

140,000

148,050

Sealed Air Corp.:

6.95% 5/15/09 (g)

Baa3

310,000

288,300

8.75% 7/1/08 (g)

Baa3

110,000

113,300

2,859,300

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MATERIALS - continued

Metals & Mining - 0.3%

AK Steel Corp.:

7.875% 2/15/09

B1

$ 170,000

$ 170,000

9.125% 12/15/06

B1

30,000

31,050

Century Aluminum Co. 11.75% 4/15/08

Ba3

425,000

450,500

Luscar Coal Ltd. 9.75% 10/15/11 (g)

Ba3

110,000

118,250

P&L Coal Holdings Corp. 9.625% 5/15/08

B1

1,080,000

1,152,900

Phelps Dodge Corp.:

7.125% 11/1/27

Baa3

240,000

175,200

8.75% 6/1/11

Baa3

470,000

467,650

9.5% 6/1/31

Baa3

150,000

142,500

Steel Dynamics, Inc. 9.5% 3/15/09 (g)

B2

120,000

123,600

2,831,650

Paper & Forest Products - 0.3%

Container Corp. of America 9.75% 4/1/03

B2

50,000

51,500

Georgia-Pacific Group:

7.5% 5/15/06

Baa3

30,000

29,325

8.125% 5/15/11

Baa3

60,000

58,800

8.875% 5/15/31

Baa3

110,000

102,300

Louisiana-Pacific Corp.:

8.5% 8/15/05

Ba1

110,000

113,300

10.875% 11/15/08

Ba2

80,000

85,600

Norske Skog Canada Ltd. 8.625% 6/15/11 (g)

Ba2

30,000

30,600

Stone Container Corp. 9.75% 2/1/11

B2

255,000

275,400

Weyerhaeuser Co.:

6.125% 3/15/07 (g)

Baa2

570,000

565,070

7.375% 3/15/32 (g)

Baa2

1,520,000

1,444,760

2,756,655

TOTAL MATERIALS

11,203,530

TELECOMMUNICATION SERVICES - 2.6%

Diversified Telecommunication Services - 2.0%

AT&T Corp.:

6.5% 3/15/29

A3

2,620,000

2,164,199

7.3% 11/15/11 (g)

A3

1,150,000

1,110,509

8% 11/15/31 (g)

A3

380,000

373,238

British Telecommunications PLC 8.875% 12/15/30

Baa1

530,000

602,393

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Cable & Wireless Optus Finance Property Ltd. 8% 6/22/10 (g)

A2

$ 950,000

$ 1,015,151

Centennial Cellular Operating Co. LLC/Centennial Finance Corp. 10.75% 12/15/08

B3

535,000

288,900

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

Ba1

800,000

540,000

Citizens Communications Co.:

8.5% 5/15/06

Baa2

785,000

817,059

9.25% 5/15/11

Baa2

535,000

573,648

Insight Midwest LP/Insight Capital, Inc. 10.5% 11/1/10

B1

575,000

618,125

Koninklijke KPN NV yankee:

7.5% 10/1/05

Baa3

620,000

629,120

8% 10/1/10

Baa3

1,280,000

1,301,146

Price Communications Wireless, Inc.:

9.125% 12/15/06

Baa2

530,000

551,200

11.75% 7/15/07

Baa3

210,000

224,175

Telecomunicaciones de Puerto Rico, Inc.:

6.15% 5/15/02

Baa1

2,100,000

2,105,901

6.65% 5/15/06

Baa1

1,560,000

1,544,868

Telefonos de Mexico SA de CV 8.25% 1/26/06

Baa1

1,580,000

1,660,975

Teleglobe Canada, Inc. yankee:

7.2% 7/20/09

Baa3

620,000

279,000

7.7% 7/20/29

Baa3

90,000

37,800

TELUS Corp. yankee 8% 6/1/11

Baa2

1,000,000

1,025,900

Tritel PCS, Inc. 10.375% 1/15/11

B3

100,000

112,000

Triton PCS, Inc.:

8.75% 11/15/11

B2

220,000

206,800

9.375% 2/1/11

B3

275,000

266,750

Verizon New York, Inc. 7.375% 4/1/32

A1

385,000

380,234

18,429,091

Wireless Telecommunication Services - 0.6%

American Tower Corp. 9.375% 2/1/09

B3

200,000

148,000

AT&T Wireless Services, Inc. 8.75% 3/1/31

Baa2

1,165,000

1,196,537

Echostar Broadband Corp. 10.375% 10/1/07

B1

625,000

670,313

Nextel Communications, Inc. 0% 10/31/07 (e)

B1

1,120,000

700,000

PanAmSat Corp.:

6% 1/15/03

Ba2

50,000

49,750

6.125% 1/15/05

Ba2

170,000

166,600

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

PanAmSat Corp.: - continued

6.375% 1/15/08

Ba2

$ 200,000

$ 194,000

8.5% 2/1/12 (g)

Ba3

190,000

189,050

Rogers Wireless, Inc. 9.625% 5/1/11

Baa3

225,000

209,250

VoiceStream Wireless Corp.:

0% 11/15/09 (e)

Baa1

284,000

238,560

10.375% 11/15/09

Baa1

1,292,000

1,408,280

5,170,340

TOTAL TELECOMMUNICATION SERVICES

23,599,431

UTILITIES - 1.7%

Electric Utilities - 1.2%

Avon Energy Partners Holdings:

6.46% 3/4/08 (g)

Baa2

1,160,000

1,096,188

6.73% 12/11/02 (g)

Baa2

1,340,000

1,356,375

CMS Energy Corp.:

6.75% 1/15/04

Ba3

290,000

290,000

7.5% 1/15/09

Ba3

370,000

364,450

8.375% 7/1/03

Ba3

305,000

308,050

8.9% 7/15/08

Ba3

440,000

457,600

9.875% 10/15/07

Ba3

440,000

477,400

Constellation Energy Group, Inc. 6.35% 4/1/07

Baa1

660,000

656,311

FirstEnergy Corp. 6.45% 11/15/11

Baa2

1,310,000

1,213,931

Illinois Power Co. 7.5% 6/15/09

Baa2

580,000

585,957

Israel Electric Corp. Ltd.:

7.75% 12/15/27 (g)

A3

590,000

518,138

7.875% 12/15/26 (g)

A3

145,000

129,318

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

Ba3

865,000

1,007,725

Pacific Gas & Electric Co.:

6.25% 8/1/03

B3

185,000

183,150

6.25% 3/1/04

B3

375,000

371,250

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

Caa2

410,000

448,950

8.25% 11/1/22

B3

340,000

328,100

PSI Energy, Inc. 6.65% 6/15/06

A3

725,000

720,433

Southern California Edison Co.:

5.625% 10/1/02

Ba2

110,000

108,900

6.25% 6/15/03

Ba2

25,000

24,500

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Electric Utilities - continued

Southern California Edison Co.: - continued

8.95% 11/3/03

Ba3

$ 60,000

$ 61,200

Texas Utilities Co. 6.375% 1/1/08

Baa3

115,000

112,161

10,820,087

Gas Utilities - 0.3%

Consolidated Natural Gas Co. 6.85% 4/15/11

A3

270,000

268,137

El Paso Energy Corp. 7.75% 1/15/32

Baa2

435,000

421,754

Kinder Morgan Energy Partners LP 7.125% 3/15/12

Baa1

420,000

412,552

Reliant Energy Resources Corp. 8.125% 7/15/05

Baa2

750,000

770,978

Sempra Energy 7.95% 3/1/10

A2

375,000

382,856

Southwest Gas Corp. 9.75% 6/15/02

Baa2

300,000

301,665

2,557,942

Multi-Utilities - 0.2%

Williams Companies, Inc.:

7.125% 9/1/11

Baa2

1,140,000

1,081,974

7.5% 1/15/31

Baa2

1,140,000

1,027,015

2,108,989

TOTAL UTILITIES

15,487,018

TOTAL NONCONVERTIBLE BONDS

220,997,741

TOTAL CORPORATE BONDS

(Cost $227,173,260)

228,909,834

U.S. Government and Government Agency Obligations - 8.8%

U.S. Government Agency Obligations - 1.4%

Fannie Mae:

5.5% 2/15/06

Aaa

920,000

936,639

5.5% 5/2/06

Aa2

1,695,000

1,705,972

6.25% 2/1/11

Aa2

815,000

812,524

6.75% 7/30/07

Aaa

2,160,000

2,191,687

7.25% 5/15/30

Aaa

1,600,000

1,743,277

Freddie Mac 5.875% 3/21/11

Aa2

1,200,000

1,165,042

U.S. Government and Government Agency Obligations - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

U.S. Government Agency Obligations - continued

Government Loan Trusts (assets of Trust guaranteed by U.S. Government through Agency for International Development)
Series 1-B, 8.5% 4/1/06

Aaa

$ 3,018,242

$ 3,290,669

Government Trust Certificates (assets of
Trust guaranteed by U.S. Government through Defense Security Assistance Agency)
Series T-3, 9.625% 5/15/02

Aaa

1,340

1,351

Israel Export Trust Certificates (assets of Trust guaranteed by U.S. Government through
Export-Import Bank) Series 1994-1, 6.88% 1/26/03

Aaa

76,471

78,323

Private Export Funding Corp. secured 6.86% 4/30/04

Aaa

341,250

353,605

U.S. Department of Housing and Urban Development government guaranteed participation certificates Series 1996-A,
7.63% 8/1/14

Aaa

1,000,000

1,029,340

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

13,308,429

U.S. Treasury Obligations - 7.4%

U.S. Treasury Bonds:

6.375% 8/15/27

Aaa

8,240,000

8,601,785

8.125% 8/15/19

Aaa

7,310,000

8,950,466

8.875% 8/15/17

Aaa

550,000

709,328

9.875% 11/15/15

Aaa

305,000

418,589

11.25% 2/15/15

Aaa

750,000

1,116,680

11.75% 2/15/10 (callable)

Aaa

8,500,000

10,176,761

12% 8/15/13

Aaa

3,015,000

4,090,978

U.S. Treasury Notes:

3.5% 11/15/06

Aaa

1,370,000

1,295,720

3.625% 8/31/03

Aaa

2,800,000

2,816,514

6.5% 2/15/10

Aaa

185,000

198,080

7% 7/15/06

Aaa

24,765,000

26,857,444

7.25% 8/15/04

Aaa

110,000

118,147

7.875% 11/15/04

Aaa

2,300,000

2,513,019

TOTAL U.S. TREASURY OBLIGATIONS

67,863,511

TOTAL U.S. GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS

(Cost $81,389,579)

81,171,940

U.S. Government Agency - Mortgage Securities - 15.1%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Fannie Mae - 11.9%

5.5% 1/1/32 to 2/1/32

Aaa

$ 1,755,000

$ 1,647,586

6% 4/1/09 to 3/1/32

Aaa

19,184,157

18,827,287

6.5% 9/1/25 to 8/1/31

Aaa

31,752,029

31,765,049

6.5% 4/1/32 (h)

Aaa

30,105,000

29,907,436

7% 12/1/25 to 6/1/29

Aaa

11,322,510

11,578,981

7% 4/1/32 (h)

Aaa

3,803,505

3,873,632

7.5% 10/1/09 to 12/1/30

Aaa

6,871,967

7,131,746

8% 11/1/24 to 10/1/28

Aaa

4,406,537

4,664,800

11.5% 11/1/15

Aaa

120,119

135,173

TOTAL FANNIE MAE

109,531,690

Freddie Mac - 0.2%

7.5% 8/1/28 to 11/1/30

Aaa

1,401,940

1,454,210

8.5% 3/1/22 to 5/1/22

Aaa

14,553

15,700

12% 11/1/19

Aaa

57,954

65,269

TOTAL FREDDIE MAC

1,535,179

Government National Mortgage Association - 3.0%

6.5% 11/15/08 to 2/15/32

Aaa

10,060,609

10,142,677

7% 3/15/28 to 9/15/31

Aaa

12,007,943

12,259,658

7.5% 5/15/22 to 8/15/28

Aaa

2,709,481

2,841,027

8.5% 8/15/30 to 1/15/31

Aaa

2,069,490

2,206,828

TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

27,450,190

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $136,572,564)

138,517,059

Asset-Backed Securities - 0.7%

BankAmerica Manufacturing Housing Contract Trust V 6.2% 4/10/09

Aaa

769,280

771,203

CIT Marine Trust 5.8% 4/15/10

Aaa

1,134,139

1,153,278

CSXT Trade Receivables Master Trust 6% 7/26/04

Aaa

1,200,000

1,226,250

DaimlerChrysler Auto Trust 5.16% 1/6/05

Aaa

1,360,000

1,387,710

Ford Credit Auto Owner Trust:

5.71% 9/15/05

A1

405,000

413,290

7.03% 11/15/03

Aaa

194,000

195,213

Asset-Backed Securities - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Household Private Label Credit Card Master
Trust I 5.5% 1/18/11

Aaa

$ 550,000

$ 549,615

Northwest Airlines pass thru trust certificate 9.179% 10/1/11

Ba2

77,367

72,725

Railcar Trust 7.75% 6/1/04

Aaa

15,411

16,133

Sears Credit Account Master Trust II 7.5% 11/15/07

A2

750,000

789,316

UAF Auto Grantor Trust 6.1% 1/15/03 (g)

Aaa

144,578

144,578

TOTAL ASSET-BACKED SECURITIES

(Cost $6,594,023)

6,719,311

Collateralized Mortgage Obligations - 0.4%

U.S. Government Agency - 0.4%

Fannie Mae:

REMIC planned amortization class:

Series 1999-54 Class PH, 6.5% 11/18/29

Aaa

900,000

880,413

Series 1999-57 Class PH, 6.5% 12/25/29

Aaa

800,000

767,988

sequential pay Series 2000-49 Class A, 8% 3/18/27

Aaa

1,386,909

1,474,249

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $2,963,801)

3,122,650

Commercial Mortgage Securities - 2.1%

Asset Securitization Corp. sequential pay
Series 1995-MD4 Class A1, 7.1% 8/13/29

AAA

2,149,340

2,248,691

Banc America Commercial Mortgage, Inc.
Series 2001-1 Class X, 1.0909% 4/15/36 (i)(j)

Aaa

15,939,239

977,523

CBM Funding Corp. sequential pay Series 1996-1:

Class A2, 6.88% 7/1/02

AA

108,372

108,749

Class A3PI, 7.08% 11/1/07

AA

870,000

903,305

Class B, 7.48% 2/1/08

A

680,000

703,189

Chase Manhatten Bank-First Union National Bank Commercial Mortgage Trust sequential pay Series 1999-1 Class A2, 7.439% 8/15/31

Aaa

515,000

547,027

COMM Series 1999-1 Class A2, 6.455% 9/15/08

Aaa

450,000

458,823

Commercial Mortgage Securities - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

CS First Boston Mortgage Securities Corp.:

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

$ 1,570,000

$ 1,575,060

Series 1998-C1 Class D, 7.17% 1/17/12

Baa3

880,000

845,368

Deutsche Mortgage & Asset Receiving Corp. sequential pay Series 1998-C1 Class D, 7.231% 7/15/12

Baa2

1,320,000

1,237,500

Equitable Life Assurance Society of the United States Series 174:

Class B1, 7.33% 5/15/06 (g)

Aa2

1,000,000

1,045,313

Class C1, 7.52% 5/15/06 (g)

A2

700,000

731,500

G Force CDO 2001 Ltd./G Force CDO 2001 1 Corp. Series 2001-1A Class E, 8.8% 1/20/12 (g)

BBB-

770,398

731,878

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 6.97% 4/13/31 (i)

Baa3

1,420,000

1,340,125

LB-UBS Commercial Mortgage Trust sequential pay Series 2001-C3 Class A1, 6.058% 6/15/20

AAA

1,654,670

1,667,157

LTC Commercial Mortgage pass thru trust certificate sequential pay Series 1998-1
Class A, 6.029% 5/30/30 (g)

AAA

875,442

882,418

Structured Asset Securities Corp. Series 1996-CFL Class E, 7.75% 2/25/28

AAA

640,000

654,300

Thirteen Affiliates of General Growth Properties, Inc.:

sequential pay Series 1 Class A2, 6.602% 12/15/10 (g)

Aaa

1,150,000

1,165,813

Series 1:

Class D2, 6.992% 12/15/10 (g)

Baa2

1,100,000

1,090,375

Class E2, 7.224% 12/15/10 (g)

Baa3

660,000

650,925

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $19,969,537)

19,565,039

Foreign Government and Government Agency Obligations (k) - 0.2%

Chilean Republic 7.125% 1/11/12

Baa1

570,000

584,963

United Mexican States 7.5% 1/14/12

Baa2

1,130,000

1,126,610

TOTAL FOREIGN GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS

(Cost $1,675,158)

1,711,573

Supranational Obligations - 0.1%

Moody's Ratings
(unaudited) (b)

Principal
Amount

Value
(Note 1)

Corporacion Andina de Fomento 6.875% 3/15/12 (g)
(Cost $415,509)

A2

$ 420,000

$ 416,747

Money Market Funds - 31.2%

Shares

Fidelity Cash Central Fund, 1.86% (c)

146,641,518

146,641,518

Fidelity Money Market Central Fund, 2.05% (c)

140,550,134

140,550,134

TOTAL MONEY MARKET FUNDS

(Cost $287,191,652)

287,191,652

Cash Equivalents - 0.0%

Maturity Amount

Investments in repurchase agreements (U.S. Treasury Obligations), in a joint trading account at 1.78%, dated 3/29/02 due 4/1/02
(Cost $61,000)

$ 61,009

61,000

TOTAL INVESTMENT PORTFOLIO - 103.5%

(Cost $940,535,734)

952,025,693

NET OTHER ASSETS - (3.5)%

(32,357,864)

NET ASSETS - 100%

$ 919,667,829

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

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

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

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

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

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $37,762,550 or 4.1% of net assets.

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

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

(j) Security represents right to receive monthly interest payments on an underlying pool of mortgages. Principal shown is the par amount of the mortgage pool.

(k) For foreign government obligations not individually rated by S&P or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings of the sovereign credit of the issuing government.

Other Information

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

Moody's Ratings

S&P Ratings

Aaa, Aa, A

29.9%

AAA, AA, A

28.7%

Baa

9.0%

BBB

9.8%

Ba

4.7%

BB

4.2%

B

5.3%

B

5.3%

Caa

0.3%

CCC

0.4%

Ca, C

0.0%

CC, C

0.0%

D

0.1%

The percentage not rated by Moody's or S&P amounted to 0.1%. FMR has determined that unrated debt securities that are lower quality account for 0.1% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $567,607,078 and $491,527,106, respectively, of which long-term U.S. government and government agency obligations aggregated $225,081,420 and $199,638,122, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $8,450 for the period.

Income Tax Information

At March 31, 2002, the aggregate cost of investment securities for income tax purposes was $941,571,934. Net unrealized appreciation aggregated $10,453,759, of which $26,325,146 related to appreciated investment securities and $15,871,387 related to depreciated investment securities.

At September 30, 2001, the fund had a capital loss carryforward of approximately $7,669,000 all of which will expire on September 30, 2009.

The fund intends to elect to defer to its fiscal year ending September 30, 2002 approximately $52,038,000 of losses recognized during the period November 1, 2000 to September 30, 2001.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

March 31, 2002 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $61,000) (cost $940,535,734) -
See accompanying schedule

$ 952,025,693

Cash

398

Receivable for investments sold

5,391,575

Receivable for fund shares sold

919,397

Dividends receivable

250,607

Interest receivable

7,151,835

Total assets

965,739,505

Liabilities

Payable for investments purchased
Regular delivery

$ 9,036,653

Delayed delivery

33,999,658

Payable for fund shares redeemed

2,528,418

Accrued management fee

329,539

Other payables and accrued expenses

177,408

Total liabilities

46,071,676

Net Assets

$ 919,667,829

Net Assets consist of:

Paid in capital

$ 959,656,248

Undistributed net investment income

4,620,123

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

(56,098,501)

Net unrealized appreciation (depreciation) on investments

11,489,959

Net Assets, for 81,189,960 shares outstanding

$ 919,667,829

Net Asset Value, offering price and redemption price per share ($919,667,829 ÷ 81,189,960 shares)

$ 11.33

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended March 31, 2002 (Unaudited)

Investment Income

Dividends

$ 1,288,842

Interest

19,984,987

Total income

21,273,829

Expenses

Management fee

$ 1,979,295

Transfer agent fees

744,306

Accounting fees and expenses

112,529

Non-interested trustees' compensation

1,561

Custodian fees and expenses

28,876

Registration fees

20,625

Audit

16,275

Legal

3,482

Miscellaneous

27,351

Total expenses before reductions

2,934,300

Expense reductions

(44,930)

2,889,370

Net investment income (loss)

18,384,459

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

5,497,613

Foreign currency transactions

10

Futures contracts

3,841,222

Total net realized gain (loss)

9,338,845

Change in net unrealized appreciation (depreciation) on:

Investment securities

6,388,737

Futures contracts

(301,351)

Total change in net unrealized
appreciation (depreciation)

6,087,386

Net gain (loss)

15,426,231

Net increase (decrease) in net assets resulting from operations

$ 33,810,690

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

Semiannual Report

Statement of Changes in Net Assets

Six months ended
March 31, 2002
(Unaudited)

Year ended
September 30,
2001

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 18,384,459

$ 47,204,551

Net realized gain (loss)

9,338,845

(60,146,274)

Change in net unrealized appreciation (depreciation)

6,087,386

(8,589,012)

Net increase (decrease) in net assets resulting from operations

33,810,690

(21,530,735)

Distributions to shareholders from net investment
income

(17,940,351)

(46,841,643)

Distributions to shareholders from net realized gain

-

(18,585,700)

Total distributions

(17,940,351)

(65,427,343)

Share transactions
Net proceeds from sales of shares

120,685,100

487,220,816

Reinvestment of distributions

17,028,947

62,057,762

Cost of shares redeemed

(150,272,954)

(364,391,087)

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

(12,558,907)

184,887,491

Total increase (decrease) in net assets

3,311,432

97,929,413

Net Assets

Beginning of period

916,356,397

818,426,984

End of period (including undistributed net investment income of $4,620,123 and undistributed net investment income of $4,176,015, respectively)

$ 919,667,829

$ 916,356,397

Other Information

Shares

Sold

10,662,437

41,381,680

Issued in reinvestment of distributions

1,510,184

5,320,503

Redeemed

(13,280,350)

(31,244,863)

Net increase (decrease)

(1,107,729)

15,457,320

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

Semiannual Report

Financial Highlights

Six months ended
March 31, 2002

Years ended September 30,

(Unaudited)

2001

2000

1999

1998

1997

Selected Per-Share Data

Net asset value, beginning of period

$ 11.13

$ 12.24

$ 12.15

$ 12.45

$ 12.36

$ 11.63

Income from Investment Operations

Net investment income (loss) D

.23

.59

.65

.58

.57

.56

Net realized and unrealized gain (loss)

.19

(.87)

.30

.22

.39

1.02

Total from investment operations

.42

(.28)

.95

.80

.96

1.58

Distributions from net investment income

(.22)

(.61)

(.65)

(.57)

(.58)

(.59)

Distributions from net realized gain

-

(.22)

(.21)

(.53)

(.29)

(.26)

Total distributions

(.22)

(.83)

(.86)

(1.10)

(.87)

(.85)

Net asset value, end of period

$ 11.33

$ 11.13

$ 12.24

$ 12.15

$ 12.45

$ 12.36

Total Return B, C

3.80%

(2.40)%

8.10%

6.65%

8.06%

14.16%

Ratios to Average Net Assets E

Expenses before expense reductions

.64% A

.64%

.65%

.69%

.71%

.77%

Expenses net of
voluntary waivers,
if any

.64% A

.64%

.65%

.69%

.71%

.77%

Expenses net of
all reductions

.63% A

.62%

.62%

.67%

.69%

.76%

Net investment income (loss)

3.98% A

5.10%

5.36%

4.72%

4.62%

4.74%

Supplemental Data

Net assets,
end of period
(000 omitted)

$ 919,668

$ 916,356

$ 818,427

$ 902,755

$ 776,116

$ 647,402

Portfolio turnover
rate

154% A

164%

140%

121%

156%

112%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2002 (Unaudited)

1. Significant Accounting Policies.

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

Security Valuation. Net asset value per share is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Equity securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign equity securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Debt securities for which quotations are readily available are valued by a pricing service at their market values as determined by their most recent bid prices in the principal market (sales prices if the principal market is an exchange) in which such securities are normally traded. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

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

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

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

Distributions to Shareholders. Distributions are recorded on the ex-dividend date.

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments for futures transactions, foreign currency transactions, market discount, non-taxable dividends and losses deferred due to wash sales and excise tax regulations.

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

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

Change in Accounting Principle. Effective October 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The cumulative effect of this accounting change had no impact on total net assets of the fund, but

Semiannual Report

1. Significant Accounting Policies - continued

Change in Accounting Principle - continued

resulted in a $979,414 decrease to the cost of securities held and a corresponding decrease to accumulated net undistributed realized gain (loss), based on securities held by the fund on October 1, 2001.

The effect of this change during the period, was to increase net investment income by $224,131; decrease net unrealized appreciation/ depreciation by $10,704; and decrease net realized gain (loss) by $213,427. The Statement of Changes in net assets and financial highlights for prior periods have not been restated to reflect this change in presentation.

2. Operating Policies.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies - continued

Futures Contracts. The fund may use futures contracts to manage its exposure to the stock market. Buying futures tends to increase the fund's exposure to the underlying instrument, while selling futures tends to decrease the fund's exposure to the underlying instrument or hedge other fund investments. Losses may arise from changes in the value of the underlying instruments or if the counter-parties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

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

3. Purchases and Sales of Investments.

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

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee.

The management fee is the sum of an individual fund fee rate of .30% of the fund's average net assets and a group fee rate that averaged .13% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .43% of the fund's average net assets.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .16% of average net assets.

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

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $3,332,166 for the period.

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

5. Committed Line of Credit.

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

6. Expense Reductions.

Certain security trades were directed to brokers who paid $28,210 of the fund's expenses. In addition through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period these credits reduced the fund's custody and transfer agent expenses by $1,683 and $15,037, respectively.

Semiannual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

(computer_graphic)

Fidelity On-line Xpress+®

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

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Investments Money
Management, Inc.

Fidelity Management & Research

(U.K.) Inc.

Fidelity Management & Research

(Far East) Inc.

Fidelity Investments Japan Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank

New York, NY

Fidelity's Asset Allocation Funds

Asset ManagerSM 

Asset Manager: Aggressive®

Asset Manager: Growth®

Asset Manager: Income®

Fidelity Freedom Funds® -
Income, 2000, 2010, 2020, 2030, 2040

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic)    Automated line for quickest service

AMI-SANN-0502 156620
1.702315.104

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

Fidelity®

Asset ManagerSM 

Semiannual Report

March 31, 2002

(2_fidelity_logos) (Registered_Trademark)

Contents

President's Message

<Click Here>

Ned Johnson on investing strategies.

Performance

<Click Here>

How the fund has done over time.

Market Recap

<Click Here>

An overview of the market's performance and the factors driving it.

Fund Talk

<Click Here>

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

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.

Independent Auditors' Report

<Click Here>

The auditors' opinion.

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

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

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

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

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

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

Neither the fund nor Fidelity Distributors Corporation is a bank.

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

Semiannual Report

President's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Through the first quarter of 2002, prevailing market conditions generally paralleled the equity environment of 2001: Small-cap stocks continued to outperform large caps; value stocks performed better than growth stocks; and technology and telecommunications continued to be the weakest performing sectors of the market. That said, a number of equity indexes achieved positive gains for the quarter, while bond indexes were generally flat to down given concerns about possible interest rate hikes.

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

First, investors are encouraged to take a long-term view of their portfolios. If you can afford to leave your money invested through the inevitable up and down cycles of the financial markets, you will greatly reduce your vulnerability to any single decline. We know from experience, for example, that stock prices have gone up over longer periods of time, have significantly outperformed other types of investments and have stayed ahead of inflation.

Second, you can further manage your investing risk through diversification. Asset Manager funds are already diversified because they invest in stocks, bonds and short-term and money market instruments, both in the U.S. and overseas. If you have a shorter investment time horizon, you might want to consider moving some of your investment into Asset Manager: Income, which generally has a higher weighting in short-term investments compared with the other Asset Manager funds.

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Performance: The Bottom Line

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

Cumulative Total Returns

Periods ended March 31, 2002

Past 6
months

Past 1
year

Past 5
years

Past 10
years

Fidelity ® Asset Manager SM

7.83%

2.83%

59.89%

167.36%

Fidelity Asset Manager Composite

5.67%

3.00%

54.28%

151.59%

S&P 500®

10.99%

0.24%

62.35%

247.31%

LB Aggregate Bond

0.14%

5.35%

44.02%

103.82%

LB 3 Month T-Bill

1.08%

3.33%

28.26%

59.31%

Flexible Portfolio Funds Average

7.06%

1.16%

44.54%

145.33%

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, six months, one year, five years or 10 years. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the Fidelity Asset Manager Composite Index, a hypothetical combination of unmanaged indices. The composite index combines the total returns of the Standard & Poor's 500 SM Index (S&P 500®), the Lehman Brothers® Aggregate Bond Index and the Lehman Brothers 3 Month Treasury Bill Index, weighted according to the fund's neutral mix. To measure how the fund's performance stacked up against its peers, you can compare it to the flexible portfolio funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 297 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges.

Average Annual Total Returns

Periods ended March 31, 2002

Past 1
year

Past 5
years

Past 10
years

Fidelity Asset Manager

2.83%

9.84%

10.33%

Fidelity Asset Manager Composite

3.00%

9.06%

9.67%

Average annual total returns take the fund's cumulative return and show you

what would have happened if the fund had performed at a constant rate each year.

Semiannual Report

Performance - continued

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity® Asset Manager SM on March 31, 1992. As the chart shows, by March 31, 2002, the value of the investment would have grown to $26,736 - a 167.36% increase on the initial investment. For comparison, look at how both the S&P 500 Index, a market capitalization-weighted index of common stocks, and the Lehman Brothers Aggregate Bond Index, a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities with maturities of one year or more, did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment in the S&P 500 Index would have grown to $34,731 - a 247.31% increase. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $20,382 - a 103.82% increase. You can also look at how the Fidelity Asset Manager Composite Index, a hypothetical combination of unmanaged indices, did over the same period. The composite index combines the total returns of the S&P 500 Index, the Lehman Brothers Aggregate Bond Index and the Lehman Brothers 3 Month T-Bill Index according to the fund's neutral mix*, and assumes monthly rebalancing of the mix. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $25,159 - a 151.59% increase.

Understanding
Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. If you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

* Currently 50% stocks, 40% bonds and 10% short-term/money market instruments effective January 1, 1997; 40%, 40% and 20%, respectively, between June 1, 1992 and December 31, 1996; 30%, 40%, and 30%, respectively, prior to June 1, 1992.

Semiannual Report

Market Recap

After nearly two years of disappointing equity market performance, investors recouped some of their losses during the six-month period ending March 31, 2002. Further interest rate cuts by the Federal Reserve Board and emerging signs of an improving economy spawned hopes of higher corporate profitability. As a result, most major equity indexes bounced back sharply from their September 2001 lows. Meanwhile, as optimistic expectations brightened the outlook for equities, clouds drifted over the fixed-income markets.

Stocks: The equity markets faced an onslaught of disruptive events during the six-month period, so much so that many market pundits expected the indexes to continue unraveling after the September 11 terrorist attacks that sent stocks plummeting across the board. Additionally, fears of future terrorist attacks or additional anthrax incidents were at a feverish pitch, causing both American consumers and corporations to curtail spending. The war in Afghanistan began, fueling greater market uncertainty. A well-respected economic research center said the U.S. had been in a recession for several months, raising more concerns about corporate profitability, as did rising energy prices. Further, some of the nation's largest companies, such as Enron and Kmart, went bankrupt. Enron's sudden collapse fueled an intensified search by the Securities and Exchange Commission for other companies with suspect accounting. Despite the magnitude of these issues, investors by and large shrugged them off, with many scooping up stocks at bargain prices. Additionally, as the period progressed, monthly economic data showed the sluggish economy had stabilized, and investors increasingly grew optimistic about a turnaround. As a result, the major equity indexes finished the period higher. The blue chips' Dow Jones Industrial AverageSM returned 18.64%, while the tech-heavy NASDAQ Composite® Index and the large-cap Standard & Poor's 500SM Index rose 23.32% and 10.99%, respectively.

Bonds: A volatile market environment left most bonds with flat returns over the past six months. The Lehman Brothers Aggregate Bond Index - a proxy for taxable-bond performance - returned 0.14% during that time. Concerns about a weak economy and declining corporate profits - heightened by the shock of September 11 - exacerbated a flight to safety in high-quality Treasuries and government agencies. The Federal Reserve Board helped boost demand by aggressively reducing the fed funds rate three times during the period - in addition to eight other cuts in 2001 - to avoid a sustained recession. As signs of strength in the economy emerged late in the year, however, bond investors shifted away from government issues toward higher-yielding spread sectors, including corporate and mortgage securities. Growing confidence in an economic recovery further depressed Treasuries, as bond yields rose across the board during the first quarter of 2002 in anticipation of eventual Fed tightening. Investors' increased appetite for credit risk helped corporates overcome record levels of new issuance and the Enron-related fallout. Mortgages, meanwhile, benefited from reduced prepayment risk, as higher interest rates dramatically slowed refinancing activity. The Lehman Brothers Mortgage-Backed Securities and Credit Bond indexes returned 1.06% and 0.62%, respectively, while the Lehman Brothers U.S. Agency and Treasury indexes returned -0.51% and -1.61%, respectively.

Semiannual Report

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)
An interview with Richard Habermann, Portfolio Manager of Fidelity Asset Manager

Q. How did the fund perform, Dick?

A. It fared well. For the six months ending March 31, 2002, the fund returned 7.83%, topping the Fidelity Asset Manager Composite Index, which returned 5.67%. The fund also outpaced the flexible portfolio funds average monitored by Lipper Inc., which returned 7.06%. For the one-year period ending March 31, 2002, the fund returned 2.83%, while the Composite index and Lipper average returned 3.00% and 1.16%, respectively.

Q. What influence did your asset-allocation decisions have on fund results during the six-month period?

A. A bias toward equities paid off relative to the index, as stocks outpaced most other asset classes during the past six months. Our average exposure during the period was just over 52%, compared to 50% in a neutral weighting. Becoming more aggressive in the fourth quarter helped - as did strong security selection - as stocks snapped back in anticipation of an economic recovery. We then benefited from assuming a more cautious stance heading into 2002 by scaling back on equities to more of neutral weighting as valuations began to look stretched, given little-to-no improvement in company fundamentals and concerns about the Enron debacle. Raising our exposure to high-yield securities - which we felt were oversold amid the flight to quality in government bonds following September 11 - also aided performance. High-yield bonds rebounded strongly from their September lows as economic and issuer levels improved. By emphasizing high-yield rather than poorer-performing investment-grade bonds and cash, we widened our performance advantage over both the index and peer average.

Q. How would you describe the performance of the fund's equity subportfolio?

A. The equity portion of the fund beat the S&P 500 by a respectable margin. Charles Mangum, who directed the fund's equity investments, deserves credit for finding and exploiting value opportunities in the market. While sector positioning was critical to his success, so was stock picking, as several high-profile companies disappointed on earnings and/or experienced severe financial stress. Charles' pursuit of growth at a reasonable price worked well, as he added exposure to high-quality names within such volatile sectors as technology that were badly beaten down coming out of 9/11. Within tech, the fund benefited most from Charles' focus on more established and stable companies that he felt would rebound faster than the more aggressive, debt-burdened companies. Sizable positions in large-caps Micron Technology, Dell and Microsoft helped quite a bit, as did taking profits on smaller-sized stocks, such as Network Associates, that had performed well but became expensive late in 2001. Other cyclical plays that helped us during the fourth quarter included energy services stocks such as BJ Services, and media holdings such as Clear Channel Communications. Additionally, Charles added to positions in a handful of attractively priced consumer staples stocks, including Coca-Cola, which - due to their defensive nature - fared well during the second half of the period as the prospects for a vigorous economic recovery waned.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Q. What moves dampened returns?

A. The fund was hurt by the continued struggles of leading pharmaceutical companies, most notably Bristol-Myers Squibb and Schering-Plough. These stocks - and drug stocks in general - declined due to manufacturing problems, sluggish new product pipelines and drug approval delays. Simply put, using health care as a growth surrogate for tech stocks failed us during the period. In finance, we benefited from emphasizing banks and some of the more aggressive brokerage-related names, but gave a lot back by overweighting defensive holdings such as Fannie Mae and Freddie Mac, which lagged the market. Some stocks I've mentioned were no longer held by the fund at the end of the period.

Q. How did the fund's fixed-income investments fare?

A. While each component of our fixed-income subportfolio outperformed the Lehman Brothers Aggregate Bond Index, the fund's high-yield holdings - managed by Matt Conti - had the most influence on subportfolio returns. After suffering one of the worst monthly performances in their history in September, high-yield bonds rallied strongly behind improved economic indicators, issuer fundamentals and overall credit quality, among other factors. Performance benefited from the high coupon income received during the period and from the capital appreciation of our investments. Matt extended his lead over the Lehman Brothers index by focusing on sectors that had big recoveries, namely hotels and airlines. Maintaining a higher-quality, income-focused structure in the fund also helped in a period of high default rates.

Q. What about the fund's investment-grade bond and short-term/money market investments?

A. Declining short-term interest rates, a steepening yield curve and unique technical factors translated into positive returns for our investment-grade holdings, managed by Charlie Morrison. Emphasizing the spread sectors, particularly corporate and mortgage securities, was a positive, as investors sought out higher-yielding alternatives to government bonds. Underweighting economically sensitive retailers and automakers in the aftermath of 9/11 helped within the corporate sector, as did adding to these same groups when they snapped back in the first quarter of 2002. Avoiding several prominent issuers that collapsed as a result of the Enron-related fallout also was a plus. Within mortgages, we focused on securities less susceptible to being prepaid, which helped amid the massive refinancing wave in the fall. Finally, given its conservative nature, the strategic cash portion of the fund, managed by John Todd, did what it's designed to do - provide reasonably steady returns to help offset capital market volatility.

Q. What's your outlook?

A. There are more signs of stability in the economy today than there were earlier in the period. However, I'm concerned about near-term stock performance given the price risk if the economic recovery fails to solidify and corporate earnings don't improve. While I remain optimistic about high-yield securities given their attractive coupons and still-cheap relative valuations, I've become less positive of late given their recent strong performance.

Semiannual Report

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

Fund Facts

Goal: seeks high total return with reduced risk over the long term by allocating its assets among stocks, bonds and short-term instruments

Fund number: 314

Trading symbol: FASMX

Start date: December 28, 1988

Size: as of March 31, 2002, more than $11.8 billion

Manager: Richard Habermann, since 1996; manager, Fidelity Asset Manager: Aggressive, since 1999; Fidelity Asset Manager: Income and Fidelity Asset Manager: Growth, since 1996; Fidelity Trend Fund, 1977-1982; Fidelity Magellan Fund,1972-
1977; joined Fidelity in 1968

3

Dick Habermann discusses a recovery in equities:

"I'm still looking for a catalyst to get equities back on track. It would be highly unusual for stocks to underperform bonds for a third straight year. Moreover, if you look back at post-World War II history, excluding 2000-01, there was only one instance in which we even had back-to-back down years in the S&P 500. While the probability is slim for stocks to pull off a three-peat, it's not impossible. We're already seeing the factors driving economic growth in recent months begin to show signs of reversing. Among the key drivers were low interest rates, low energy prices and a huge mortgage-refinancing boom that has since ended. This reversal may, in fact, take some steam out of the once-resilient consumer, leaving corporations to pick up the slack by boosting capital expenditures. The problem is, corporations are still very cautious given uncertainty about earnings - the lifeblood of capital spending - and are thus unlikely to step in and fill the void. Exports, given a continued strong dollar, might not provide much help either. So, as the inventory correction nears an end in most sectors, particularly technology, there needs to be a resurgence in end demand from businesses to help grow earnings, strengthen the economy and power stock prices from today's still-lofty levels."

Note to shareholders: Effective April 1, 2002, Jeff Moore assumed responsibility for managing the fund's investment-grade bond subportfolio.

Semiannual Report

Investment Changes

Top Five Stocks as of March 31, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

Cardinal Health, Inc.

3.7

3.5

Clear Channel Communications, Inc.

2.4

2.3

General Electric Co.

2.3

1.7

Fannie Mae

2.2

1.1

Bristol-Myers Squibb Co.

2.1

2.9

12.7

Top Five Bond Issuers as of March 31, 2002

(with maturities greater than one year)

% of fund's
net assets

% of fund's net assets
6 months ago

Fannie Mae

8.7

8.8

U.S. Treasury Obligations

5.7

3.3

Government National Mortgage Association

2.8

2.0

Freddie Mac

0.5

0.9

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.

0.3

0.4

18.0

Top Five Market Sectors as of March 31, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

16.8

16.3

Consumer Discretionary

12.3

9.5

Health Care

10.5

10.1

Information Technology

7.3

8.7

Industrials

6.3

6.8

Asset Allocation (% of fund's net assets)

As of March 31, 2002 *

As of September 30, 2001 **

Stock class 49.1%

Stock class and
Equity futures 56.3%

Bond class 42.9%

Bond class 37.0%

Short-term class 8.0%

Short-term class 6.7%

* Foreign investments

3.3%

** Foreign investments

3.9%



Asset allocations in the pie charts reflect the categorization of assets as defined in the fund's prospectus in effect as of the time periods indicated above. Financial statement categorizations conform to accounting standards and will differ from the pie chart.

Semiannual Report

Investments March 31, 2002

Showing Percentage of Net Assets

Common Stocks - 48.6%

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - 5.6%

Auto Components - 0.0%

Dana Corp.

156,000

$ 3,349

Hotels, Restaurants & Leisure - 0.2%

McDonald's Corp.

887,100

24,617

Household Durables - 0.2%

Centex Corp.

134,900

7,005

KB Home

150,900

6,549

Leggett & Platt, Inc.

229,000

5,679

Pulte Homes, Inc.

87,300

4,177

23,410

Media - 3.5%

AOL Time Warner, Inc. (a)

4,919,350

116,343

Clear Channel Communications, Inc. (a)

5,556,891

285,680

Comcast Corp. Class A (special) (a)

325,700

10,357

Viacom, Inc. Class B (non-vtg.) (a)

98,300

4,755

417,135

Multiline Retail - 0.6%

Costco Wholesale Corp. (a)

360,500

14,355

Federated Department Stores, Inc. (a)

620,700

25,356

Target Corp.

600,900

25,911

65,622

Specialty Retail - 1.1%

Abercrombie & Fitch Co. Class A (a)

250,200

7,706

Gap, Inc.

332,700

5,004

Home Depot, Inc.

1,079,000

52,450

Lowe's Companies, Inc.

1,171,900

50,966

The Limited, Inc.

703,780

12,598

128,724

Textiles & Apparel - 0.0%

Arena Brands Holdings Corp. Class B

130,444

2,511

TOTAL CONSUMER DISCRETIONARY

665,368

CONSUMER STAPLES - 5.5%

Beverages - 2.2%

PepsiCo, Inc.

1,263,970

65,094

The Coca-Cola Co.

3,628,550

189,628

254,722

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER STAPLES - continued

Food & Drug Retailing - 1.3%

Albertson's, Inc.

1,561,100

$ 51,735

CVS Corp.

2,264,400

77,737

Safeway, Inc. (a)

589,200

26,526

155,998

Food Products - 0.0%

Kraft Foods, Inc. Class A

130,800

5,055

Personal Products - 0.7%

Alberto-Culver Co. Class B

558,400

30,154

Gillette Co.

1,353,400

46,029

76,183

Tobacco - 1.3%

Philip Morris Companies, Inc.

2,919,600

153,775

TOTAL CONSUMER STAPLES

645,733

ENERGY - 2.5%

Energy Equipment & Services - 0.2%

GlobalSantaFe Corp.

363,986

11,902

Halliburton Co.

590,800

10,085

21,987

Oil & Gas - 2.3%

ChevronTexaco Corp.

804,400

72,613

Conoco, Inc.

5,237,501

152,830

Exxon Mobil Corp.

1,059,200

46,425

271,868

TOTAL ENERGY

293,855

FINANCIALS - 11.0%

Banks - 3.8%

Bank of America Corp.

451,900

30,738

Bank One Corp.

639,050

26,700

Comerica, Inc.

1,966,252

123,028

FleetBoston Financial Corp.

1,592,900

55,752

PNC Financial Services Group, Inc.

2,266,200

139,349

Synovus Financial Corp.

641,500

19,553

Common Stocks - continued

Shares

Value (Note 1)
(000s)

FINANCIALS - continued

Banks - continued

U.S. Bancorp, Delaware

901,107

$ 20,338

Wachovia Corp.

972,379

36,056

451,514

Diversified Financials - 4.7%

American Express Co.

196,600

8,053

Citigroup, Inc.

4,060,666

201,084

Fannie Mae

3,285,300

262,430

Merrill Lynch & Co., Inc.

947,900

52,495

Morgan Stanley Dean Witter & Co.

532,700

30,529

554,591

Insurance - 2.5%

AFLAC, Inc.

524,700

15,479

Allmerica Financial Corp.

527,900

23,703

American International Group, Inc.

3,078,669

222,095

Hartford Financial Services Group, Inc.

525,200

35,777

PartnerRe Ltd.

36,100

1,971

299,025

TOTAL FINANCIALS

1,305,130

HEALTH CARE - 9.4%

Health Care Equipment & Supplies - 0.7%

C.R. Bard, Inc.

263,500

15,560

Guidant Corp. (a)

1,325,300

57,412

Zimmer Holdings, Inc. (a)

324,000

11,032

84,004

Health Care Providers & Services - 3.7%

Cardinal Health, Inc.

6,103,680

432,672

Pharmaceuticals - 5.0%

Bristol-Myers Squibb Co.

6,085,400

246,398

Elan Corp. PLC sponsored ADR (a)

1,662,000

23,118

Eli Lilly & Co.

90,118

6,867

Pfizer, Inc.

3,197,100

127,053

Pharmacia Corp.

505,600

22,792

Common Stocks - continued

Shares

Value (Note 1)
(000s)

HEALTH CARE - continued

Pharmaceuticals - continued

Schering-Plough Corp.

2,855,807

$ 89,387

Wyeth

1,143,800

75,090

590,705

TOTAL HEALTH CARE

1,107,381

INDUSTRIALS - 4.8%

Aerospace & Defense - 0.2%

United Technologies Corp.

282,946

20,995

Airlines - 0.2%

AMR Corp. (a)

217,400

5,742

Delta Air Lines, Inc.

184,600

6,040

Southwest Airlines Co.

327,000

6,327

18,109

Building Products - 0.1%

Masco Corp.

565,300

15,517

Commercial Services & Supplies - 0.3%

Allied Waste Industries, Inc. (a)

362,300

4,710

ChoicePoint, Inc. (a)

597,518

34,417

39,127

Industrial Conglomerates - 3.2%

General Electric Co.

7,203,000

269,752

Textron, Inc.

336,900

17,216

Tyco International Ltd.

2,994,600

96,785

383,753

Machinery - 0.3%

Ingersoll-Rand Co. Ltd. Class A

573,400

28,681

Parker Hannifin Corp.

130,840

6,529

35,210

Road & Rail - 0.5%

Burlington Northern Santa Fe Corp.

1,315,090

39,689

Union Pacific Corp.

347,260

21,579

61,268

TOTAL INDUSTRIALS

573,979

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INFORMATION TECHNOLOGY - 5.6%

Communications Equipment - 0.5%

Cisco Systems, Inc. (a)

2,732,514

$ 46,261

Comverse Technology, Inc. (a)

1,086,500

13,766

60,027

Computers & Peripherals - 0.8%

Dell Computer Corp. (a)

2,956,600

77,197

EMC Corp. (a)

655,400

7,812

Sun Microsystems, Inc. (a)

1,201,200

10,595

95,604

Electronic Equipment & Instruments - 0.4%

Avnet, Inc.

222,400

6,018

Ingram Micro, Inc. Class A (a)

397,500

6,579

Solectron Corp. (a)

2,834,800

22,111

Symbol Technologies, Inc.

633,000

7,115

41,823

IT Consulting & Services - 0.0%

Electronic Data Systems Corp.

98,300

5,700

Semiconductor Equipment & Products - 1.7%

Altera Corp. (a)

654,900

14,323

Analog Devices, Inc. (a)

422,000

19,007

Intel Corp.

1,598,800

48,620

Linear Technology Corp.

602,350

26,636

Micron Technology, Inc. (a)

1,048,700

34,502

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

948,200

19,675

Teradyne, Inc. (a)

80,000

3,154

United Microelectronics Corp. sponsored ADR

1,685,500

17,951

Xilinx, Inc. (a)

359,600

14,334

198,202

Software - 2.2%

Adobe Systems, Inc.

458,700

18,481

Computer Associates International, Inc.

2,598,500

56,881

Microsoft Corp. (a)

2,965,000

178,819

Oracle Corp. (a)

962,300

12,317

266,498

TOTAL INFORMATION TECHNOLOGY

667,854

Common Stocks - continued

Shares

Value (Note 1)
(000s)

MATERIALS - 0.4%

Chemicals - 0.1%

E.I. du Pont de Nemours & Co.

262,900

$ 12,396

Praxair, Inc.

32,800

1,961

14,357

Metals & Mining - 0.2%

Alcoa, Inc.

458,300

17,296

Paper & Forest Products - 0.1%

International Paper Co.

344,100

14,800

TOTAL MATERIALS

46,453

TELECOMMUNICATION SERVICES - 3.4%

Diversified Telecommunication Services - 3.4%

AT&T Corp.

2,845,900

44,681

BellSouth Corp.

2,515,000

92,703

Qwest Communications International, Inc.

2,630,400

21,622

SBC Communications, Inc.

3,017,700

112,983

Verizon Communications, Inc.

2,766,200

126,277

398,266

Wireless Telecommunication Services - 0.0%

Nextel Communications, Inc. Class A (a)

1,072,000

5,767

TOTAL TELECOMMUNICATION SERVICES

404,033

UTILITIES - 0.4%

Electric Utilities - 0.4%

AES Corp. (a)

500,500

4,505

FirstEnergy Corp.

1,028,400

35,562

Southern Co.

426,000

11,285

51,352

TOTAL COMMON STOCKS

(Cost $5,264,777)

5,761,138

Preferred Stocks - 0.5%

Convertible Preferred Stocks - 0.0%

FINANCIALS - 0.0%

Diversified Financials - 0.0%

AES Trust VII $3.00

286,100

5,479

Preferred Stocks - continued

Shares

Value (Note 1)
(000s)

Nonconvertible Preferred Stocks - 0.5%

CONSUMER DISCRETIONARY - 0.3%

Media - 0.3%

CSC Holdings, Inc.:

Series H, $11.75

55,860

$ 5,865

Series M, $11.125

338,510

34,867

40,732

FINANCIALS - 0.2%

Insurance - 0.1%

American Annuity Group Capital Trust II $88.75

4,320

3,975

Real Estate - 0.1%

California Federal Preferred Capital Corp. Series A, $2.2812

581,326

14,533

TOTAL FINANCIALS

18,508

TOTAL NONCONVERTIBLE PREFERRED STOCKS

59,240

TOTAL PREFERRED STOCKS

(Cost $63,158)

64,719

Corporate Bonds - 22.8%

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Convertible Bonds - 1.9%

CONSUMER DISCRETIONARY - 0.3%

Media - 0.2%

EchoStar Communications Corp. 5.75% 5/15/08 (g)

Caa1

$ 27,020

25,129

Specialty Retail - 0.1%

Gap, Inc. 5.75% 3/15/09 (g)

Ba3

12,819

14,902

TOTAL CONSUMER DISCRETIONARY

40,031

FINANCIALS - 0.1%

Diversified Financials - 0.1%

Elan Finance Corp. Ltd. liquid yield option note 0% 12/14/18

Baa3

19,720

9,589

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Convertible Bonds - continued

HEALTH CARE - 0.3%

Biotechnology - 0.2%

Affymetrix, Inc. 4.75% 2/15/07

-

$ 26,520

$ 21,150

Health Care Providers & Services - 0.1%

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

Ba1

17,540

17,014

TOTAL HEALTH CARE

38,164

INFORMATION TECHNOLOGY - 0.8%

Communications Equipment - 0.4%

CIENA Corp. 3.75% 2/1/08

Ba3

6,660

4,287

Comverse Technology, Inc. 1.5% 12/1/05

BB

18,960

14,510

Juniper Networks, Inc. 4.75% 3/15/07

B2

38,918

27,963

ONI Systems Corp. 5% 10/15/05

CCC

5,890

4,515

Redback Networks, Inc. 5% 4/1/07

-

1,750

910

52,185

Electronic Equipment & Instruments - 0.3%

Agilent Technologies, Inc. 3% 12/1/21 (g)

Baa2

6,330

7,973

Sanmina-SCI Corp.:

0% 9/12/20

Ba3

44,418

16,044

4.25% 5/1/04

Ba2

4,940

4,656

28,673

Semiconductor Equipment & Products - 0.1%

Atmel Corp. 0% 5/23/21

CCC+

12,797

4,302

Vitesse Semiconductor Corp. 4% 3/15/05

B2

11,530

9,138

13,440

Software - 0.0%

Network Associates, Inc. 5.25% 8/15/06 (g)

-

1,780

2,767

TOTAL INFORMATION TECHNOLOGY

97,065

TELECOMMUNICATION SERVICES - 0.3%

Diversified Telecommunication Services - 0.1%

Korea Telecom Corp. 0.25% 1/4/07 (g)

Baa2

6,980

7,975

Wireless Telecommunication Services - 0.2%

Aether Systems, Inc. 6% 3/22/05

-

6,240

3,422

Nextel Communications, Inc.:

4.75% 7/1/07

B1

3,290

1,941

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Convertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

Nextel Communications, Inc.: - continued

6% 6/1/11 (g)

B1

$ 6,740

$ 3,749

6% 6/1/11

B1

22,420

12,470

21,582

TOTAL TELECOMMUNICATION SERVICES

29,557

UTILITIES - 0.1%

Multi-Utilities - 0.1%

Enron Corp. 0% 2/7/21 (d)

Ca

69,490

6,254

TOTAL CONVERTIBLE BONDS

220,660

Nonconvertible Bonds - 20.9%

CONSUMER DISCRETIONARY - 6.0%

Auto Components - 0.2%

American Axle & Manufacturing, Inc. 9.75% 3/1/09

Ba3

2,465

2,638

ArvinMeritor, Inc. 8.75% 3/1/12

Baa3

4,100

4,264

Delco Remy International, Inc. 11% 5/1/09

B2

2,160

1,944

Goodyear Tire & Rubber Co.:

6.625% 12/1/06

Baa3

2,030

1,918

7.857% 8/15/11

Baa3

3,160

3,065

8.125% 3/15/03

Baa3

1,000

1,010

8.5% 3/15/07

Baa3

790

798

Lear Corp. 8.11% 5/15/09

Ba1

5,315

5,474

21,111

Hotels, Restaurants & Leisure - 1.5%

Alliance Gaming Corp. 10% 8/1/07

B3

5,435

5,720

Anchor Gaming 9.875% 10/15/08

Ba3

6,878

7,669

Aztar Corp. 8.875% 5/15/07

Ba3

2,540

2,604

Bally Total Fitness Holding Corp. 9.875% 10/15/07

B2

6,954

6,919

Boyd Gaming Corp. 9.25% 10/1/03

Ba3

4,140

4,285

Capstar Hotel Co. 8.75% 8/15/07

Ba3

375

369

Circus Circus Enterprises, Inc.:

6.45% 2/1/06

Ba2

2,530

2,432

6.75% 7/15/03

Ba3

1,740

1,736

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

Coast Hotels & Casinos, Inc. 9.5% 4/1/09 (g)

B3

$ 2,490

$ 2,627

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

B1

9,175

9,462

Domino's, Inc. 10.375% 1/15/09

B3

9,055

9,825

Florida Panthers Holdings, Inc. 9.875% 4/15/09

B2

4,690

4,971

Friendly Ice Cream Corp. 10.5% 12/1/07

B3

2,490

2,390

Harrah's Operating Co., Inc. 7.875% 12/15/05

Ba1

5,700

5,957

Herbst Gaming, Inc. 10.75% 9/1/08

B2

4,720

4,956

Hilton Hotels Corp. 7.625% 5/15/08

Ba1

4,360

4,273

HMH Properties, Inc.:

7.875% 8/1/05

Ba3

2,830

2,802

7.875% 8/1/08

Ba3

1,600

1,568

Hollywood Park, Inc. 9.25% 2/15/07

Caa1

2,010

1,910

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

Ba3

3,310

3,484

International Game Technology:

7.875% 5/15/04

Ba1

4,645

4,784

8.375% 5/15/09

Ba1

3,490

3,630

ITT Corp.:

6.75% 11/15/05

Ba1

2,090

2,069

7.375% 11/15/15

Ba1

4,205

3,953

Mandalay Resort Group:

9.5% 8/1/08

Ba2

720

779

10.25% 8/1/07

Ba3

5,740

6,214

MGM Mirage, Inc. 9.75% 6/1/07

Ba2

2,130

2,300

Mirage Resorts, Inc.:

6.625% 2/1/05

Ba1

860

850

6.75% 8/1/07

Ba1

1,470

1,421

7.25% 10/15/06

Ba1

5,510

5,499

Mohegan Tribal Gaming Authority:

8% 4/1/12 (g)

Ba3

4,120

4,099

8.125% 1/1/06

Ba2

6,805

6,975

Park Place Entertainment Corp.:

7.875% 12/15/05

Ba2

8,070

8,110

7.875% 3/15/10 (g)

Ba2

4,100

4,064

9.375% 2/15/07

Ba2

4,850

5,153

Resorts International Hotel & Casino, Inc. 11.5% 3/15/09 (g)

B2

5,870

5,547

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

Sun International Hotels Ltd./Sun International North America, Inc.:

8.875% 8/15/11

Ba3

$ 6,285

$ 6,395

yankee:

8.625% 12/15/07

B2

625

634

9% 3/15/07

B2

3,215

3,319

Tricon Global Restaurants, Inc.:

8.5% 4/15/06

Ba1

4,125

4,280

8.875% 4/15/11

Ba1

10,465

11,093

177,127

Household Durables - 0.5%

D.R. Horton, Inc.:

8% 2/1/09

Ba1

10,445

10,288

10.5% 4/1/05

Ba1

950

1,021

Juno Lighting, Inc. 11.875% 7/1/09

B3

3,260

3,407

K. Hovnanian Enterprises, Inc. 8.875% 4/1/12 (g)

B2

5,895

5,733

Kaufman & Broad Home Corp. 7.75% 10/15/04

Ba2

1,420

1,459

KB Home 8.625% 12/15/08

Ba3

4,210

4,315

Kinetic Concepts, Inc. 9.625% 11/1/07

B3

4,110

4,254

Lennar Corp.:

7.625% 3/1/09

Ba1

1,890

1,885

9.95% 5/1/10

Ba1

3,570

3,981

Mohawk Industries, Inc. 6.5% 4/15/07 (g)

Baa2

4,335

4,347

Ryland Group, Inc.:

9.125% 6/15/11

Ba3

1,910

2,025

9.75% 9/1/10

Ba2

3,300

3,581

WCI Communities, Inc. 10.625% 2/15/11

B1

11,435

12,350

58,646

Internet & Catalog Retail - 0.0%

Amazon.com, Inc. 0% 5/1/08 (e)

B3

1,210

1,029

J. Crew Group, Inc. 0% 10/15/08 (e)

Caa3

6,250

3,938

4,967

Leisure Equipment & Products - 0.1%

Hasbro, Inc.:

5.6% 11/1/05

Ba3

5,270

4,888

6.15% 7/15/08

Ba3

1,020

938

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Leisure Equipment & Products - continued

Hasbro, Inc.: - continued

7.95% 3/15/03

Ba3

$ 6,015

$ 6,135

Hockey Co. 11.25% 4/15/09 (g)

B2

2,745

2,779

14,740

Media - 2.8%

Adelphia Communications Corp.:

7.5% 1/15/04

B2

3,910

3,558

9.25% 10/1/02

B2

4,165

4,040

10.25% 11/1/06

B2

6,410

5,833

10.25% 6/15/11

B2

9,170

8,253

10.5% 7/15/04

B2

3,690

3,579

10.875% 10/1/10

B2

2,000

1,840

AMC Entertainment, Inc.:

9.5% 3/15/09

Caa3

450

448

9.875% 2/1/12 (g)

Caa3

5,390

5,417

American Media Operations, Inc.:

10.25% 5/1/09

B2

500

518

10.25% 5/1/09 (g)

B2

3,920

4,057

AOL Time Warner, Inc. 7.625% 4/15/31

Baa1

14,440

14,319

British Sky Broadcasting Group PLC yankee:

7.3% 10/15/06

Ba1

9,830

9,804

8.2% 7/15/09

Ba1

8,350

8,412

Century Communications Corp. 8.375% 12/15/07

B2

900

810

Chancellor Media Corp. 8% 11/1/08

Ba1

3,605

3,794

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

0% 1/15/10 (e)

B2

2,010

1,377

0% 4/1/11 (e)

B2

3,080

2,125

0% 5/15/11 (e)

B2

15,670

9,089

8.25% 4/1/07

B2

890

814

8.625% 4/1/09

B2

10,615

9,660

9.625% 11/15/09

B2

1,770

1,690

9.625% 11/15/09 (g)

B2

4,140

3,933

10% 4/1/09

B2

13,845

13,499

10.25% 1/15/10

B2

2,435

2,386

11.125% 1/15/11

B2

2,635

2,675

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

Caa2

5,990

5,870

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

Clear Channel Communications, Inc. 6% 11/1/06

Baa3

$ 6,915

$ 6,735

Coaxial Communications of Central Ohio, Inc. 10% 8/15/06

B3

3,730

3,749

Continental Cablevision, Inc. 8.3% 5/15/06

Baa2

15,530

16,255

Corus Entertainment, Inc. 8.75% 3/1/12 (g)

B1

1,960

2,029

CSC Holdings, Inc.:

9.875% 4/1/23

BB-

2,550

2,703

10.5% 5/15/16

Ba3

5,705

6,333

EchoStar DBS Corp.:

9.125% 1/15/09 (g)

B1

1,940

1,993

9.25% 2/1/06

B1

17,770

18,214

Entravision Communications Corp. 8.125% 3/15/09 (g)

B3

1,180

1,193

Fox Family Worldwide, Inc.:

9.25% 11/1/07

Baa1

12,600

13,356

10.25% 11/1/07 (f)

Baa1

3,765

4,029

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

B2

11,625

11,741

FrontierVision Operating Partners LP/FrontierVision Capital Corp. 11% 10/15/06

B2

7,226

7,425

Granite Broadcasting Corp. 10.375% 5/15/05

Ca

600

552

Hearst-Argyle Television, Inc. 7.5% 11/15/27

Baa3

9,490

8,068

Insight Communications, Inc. 0% 2/15/11 (e)

B3

5,000

3,250

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

B1

2,050

1,866

Lamar Media Corp. 9.25% 8/15/07

B1

1,810

1,891

News America Holdings, Inc.:

7.7% 10/30/25

Baa3

11,440

10,828

8% 10/17/16

Baa3

7,250

7,431

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

B2

11,525

11,179

Pegasus Satellite Communications, Inc.:

0% 3/1/07 (e)

Caa1

5,710

2,284

12.375% 8/1/06

B3

2,930

2,051

PRIMEDIA, Inc. 8.875% 5/15/11

Ba3

2,720

2,421

Radio One, Inc. 8.875% 7/1/11

B3

6,215

6,526

Regal Cinemas Corp. 9.375% 2/1/12 (g)

B3

3,040

3,192

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

Satelites Mexicanos SA de CV 6.38% 6/30/04 (g)(i)

B1

$ 4,227

$ 3,762

Shaw Communications, Inc. 8.25% 4/11/10

Baa3

11,000

11,550

Sinclair Broadcast Group, Inc.:

8% 3/15/12 (g)

B2

7,200

7,146

8.75% 12/15/07

B2

2,515

2,590

Spanish Broadcasting System, Inc. 9.625% 11/1/09

B3

1,560

1,628

TCI Communications, Inc.:

8.25% 1/15/03

Baa2

430

441

9.8% 2/1/12

Baa2

3,135

3,488

Telemundo Holdings, Inc. 0% 8/15/08 (e)

B3

4,865

4,816

Yell Finance BV:

0% 8/1/11 (e)

B2

3,770

2,451

10.75% 8/1/11

B2

2,740

2,959

325,925

Multiline Retail - 0.4%

Dillard's, Inc.:

6.125% 11/1/03

Ba1

4,555

4,464

6.39% 8/1/03

Ba1

4,640

4,570

6.43% 8/1/04

Ba1

890

870

6.875% 6/1/05

Ba1

650

624

7.375% 6/1/06

Ba1

645

626

Federated Department Stores, Inc.:

6.79% 7/15/27

Baa1

8,750

9,058

8.5% 6/15/03

Baa1

6,400

6,681

JCPenney Co., Inc.:

6.125% 11/15/03

Ba2

1,825

1,789

6.5% 6/15/02

Ba2

2,535

2,522

6.9% 8/15/26

Ba2

4,175

4,008

7.25% 4/1/02

Ba2

930

925

7.95% 4/1/17

Ba2

790

664

Saks, Inc.:

7.25% 12/1/04

B1

380

375

7.5% 12/1/10

B1

2,260

2,124

8.25% 11/15/08

B1

2,030

1,989

9.875% 10/1/11

B1

5,020

5,208

46,497

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Specialty Retail - 0.2%

AutoNation, Inc. 9% 8/1/08

Ba2

$ 1,470

$ 1,547

Gap, Inc.:

5.625% 5/1/03

Ba3

3,560

3,453

8.15% 12/15/05 (f)(g)

Ba3

4,180

4,034

8.8% 12/15/08 (f)(g)

Ba3

1,460

1,416

Michaels Stores, Inc. 9.25% 7/1/09

Ba2

2,990

3,184

Office Depot, Inc. 10% 7/15/08

Ba1

4,400

4,884

PETCO Animal Supplies, Inc. 10.75% 11/1/11 (g)

B3

990

1,087

United Auto Group, Inc. 9.625% 3/15/12 (g)

B3

1,760

1,804

United Rentals, Inc.:

8.8% 8/15/08

B2

1,610

1,626

9% 4/1/09

B2

390

398

9.25% 1/15/09

B2

3,400

3,494

26,927

Textiles & Apparel - 0.3%

Jones Apparel Group, Inc. 7.875% 6/15/06

Baa2

13,095

13,566

Levi Strauss & Co. 6.8% 11/1/03

B2

7,110

6,932

The William Carter Co. 10.875% 8/15/11

B3

2,910

3,121

Tommy Hilfiger USA, Inc. 6.5% 6/1/03

Ba1

7,790

7,732

31,351

TOTAL CONSUMER DISCRETIONARY

707,291

CONSUMER STAPLES - 0.5%

Beverages - 0.1%

Canandaigua Brands, Inc. 8.625% 8/1/06

Ba2

890

941

Constellation Brands, Inc. 8.125% 1/15/12

Ba3

4,040

4,121

Cott Beverages, Inc. 8% 12/15/11 (g)

B2

4,190

4,242

9,304

Food & Drug Retailing - 0.0%

Great Atlantic & Pacific Tea, Inc.:

7.75% 4/15/07

B2

2,770

2,760

9.125% 12/15/11

B2

2,000

2,090

Pathmark Stores, Inc. 8.75% 2/1/12 (g)

B2

1,950

2,018

6,868

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

CONSUMER STAPLES - continued

Food Products - 0.2%

Dean Foods Co.:

6.75% 6/15/05

B1

$ 2,800

$ 2,800

6.9% 10/15/17

B1

3,500

2,975

8.15% 8/1/07

B1

3,210

3,226

Del Monte Corp. 9.25% 5/15/11

B3

8,315

8,731

Smithfield Foods, Inc. 8% 10/15/09

Ba2

2,190

2,212

19,944

Household Products - 0.0%

Fort James Corp. 6.875% 9/15/07

Baa3

920

860

Tobacco - 0.2%

Philip Morris Companies, Inc. 7% 7/15/05

A2

14,871

15,462

RJ Reynolds Tobacco Holdings, Inc. 7.375% 5/15/03

Baa2

11,350

11,588

27,050

TOTAL CONSUMER STAPLES

64,026

ENERGY - 1.1%

Energy Equipment & Services - 0.3%

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

B1

5,680

5,794

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

Ba3

3,710

3,858

Key Energy Services, Inc.:

Series B, 8.375% 3/1/08

Ba3

3,370

3,454

8.375% 3/1/08

Ba3

1,780

1,825

14% 1/15/09

B2

3,406

3,900

Parker Drilling Co. 9.75% 11/15/06

B1

3,830

3,926

Petroliam Nasional BHD (Petronas) yankee 8.875% 8/1/04 (g)

Baa1

9,700

10,670

Pride Petroleum Services, Inc. 9.375% 5/1/07

Ba2

2,000

2,080

35,507

Oil & Gas - 0.8%

Alberta Energy Co. Ltd. yankee 7.375% 11/1/31

Baa1

4,940

4,975

Chesapeake Energy Corp.:

7.875% 3/15/04

B1

4,980

5,030

8.125% 4/1/11

B1

755

757

8.375% 11/1/08

B1

2,870

2,913

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

ENERGY - continued

Oil & Gas - continued

Cross Timbers Oil Co.:

8.75% 11/1/09

Ba3

$ 1,030

$ 1,082

9.25% 4/1/07

Ba3

3,950

4,148

Devon Energy Corp. 7.95% 4/15/32

Baa2

8,400

8,410

Forest Oil Corp.:

8% 6/15/08

Ba3

2,570

2,641

8% 12/15/11 (g)

Ba3

990

1,010

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

B2

1,050

1,097

Nuevo Energy Co.:

9.375% 10/1/10

B2

2,000

1,935

9.5% 6/1/08

B2

2,370

2,346

Oryx Energy Co.:

8% 10/15/03

Baa2

8,205

8,560

8.125% 10/15/05

Baa2

12,820

13,646

Pennzoil-Quaker State Co.:

6.75% 4/1/09

Ba2

1,200

1,230

9.4% 12/1/02 (f)

Ba2

250

255

10% 11/1/08 (g)

Ba3

5,270

6,113

Petro-Canada yankee 7% 11/15/28

Baa2

3,350

3,070

Phillips Petroleum Co. 8.75% 5/25/10

A3

5,285

6,027

Plains Resources, Inc.:

Series B, 10.25% 3/15/06

B2

1,160

1,202

Series F, 10.25% 3/15/06

B2

800

828

Pogo Producing Co. 8.25% 4/15/11

B1

5,870

6,134

Suncor Energy, Inc. 7.15% 2/1/32

A3

5,040

4,962

The Coastal Corp. 9.625% 5/15/12

Baa2

8,750

9,873

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

BBB

950

1,038

Triton Energy Ltd./Triton Energy Corp. 9.25% 4/15/05

Baa2

660

721

100,003

TOTAL ENERGY

135,510

FINANCIALS - 5.4%

Banks - 1.3%

Bank of America Corp.:

7.4% 1/15/11

Aa3

10,040

10,608

7.8% 2/15/10

Aa3

3,440

3,709

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Banks - continued

Bank One Corp. 7.875% 8/1/10

A1

$ 3,885

$ 4,234

BankBoston Corp. 6.625% 2/1/04

A2

1,250

1,301

Capital One Bank:

6.375% 2/15/03

Baa2

7,960

7,946

6.65% 3/15/04

Baa3

7,440

7,345

6.7% 5/15/08

Baa2

740

778

6.875% 2/1/06

Baa2

5,075

4,902

Chevy Chase Savings Bank FSB 9.25% 12/1/08

Ba3

2,310

2,310

Den Danske Bank AS 6.375% 6/15/08 (g)(i)

Aa3

22,050

22,248

Fleet Financial Group, Inc. 7.125% 4/15/06

A2

2,920

3,068

FleetBoston Financial Corp. 7.25% 9/15/05

A1

5,620

5,947

Home Savings of America FSB 6.5% 8/15/04

A3

8,050

8,289

HSBC Finance Nederland BV 7.4% 4/15/03 (g)

A1

1,750

1,814

Korea Development Bank:

6.625% 11/21/03

Baa2

10,798

11,040

7.125% 4/22/04

Baa2

5,015

5,198

7.375% 9/17/04

Baa2

1,620

1,697

Long Island Savings Bank FSB 7% 6/13/02

Baa2

7,000

7,058

MBNA Corp. 6.25% 1/17/07

Baa2

4,375

4,265

Royal Bank of Scotland Group PLC:

7.648% 12/31/49 (i)

Aa3

5,205

5,353

7.816% 11/29/49

A1

9,570

10,105

Sovereign Bancorp, Inc.:

8.625% 3/15/04

Ba2

6,765

6,985

10.5% 11/15/06

Ba2

4,916

5,383

Washington Mutual Bank 6.875% 6/15/11

A3

8,980

9,030

150,613

Diversified Financials - 3.1%

Ahmanson Capital Trust I 8.36% 12/1/26 (g)

A3

13,000

12,726

Alliance Capital Management LP 5.625% 8/15/06

A2

4,945

4,916

American Airlines pass thru trust certificate 7.8% 4/1/08 (g)

A

6,060

5,999

American Gen. Finance Corp. 5.875% 7/14/06

A1

10,480

10,521

Amvescap PLC yankee:

6.375% 5/15/03

A2

5,450

5,585

6.6% 5/15/05

A2

11,360

11,543

Armkel Finance, Inc. 9.5% 8/15/09

B2

2,950

3,157

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financials - continued

Associates Corp. of North America 5.8% 4/20/04

Aa1

$ 15,410

$ 15,849

Athena Neurosciences Finance LLC 7.25% 2/21/08

Ba2

4,415

3,453

BRL Universal Equipment 2001 A LP/BRL Universal Equipment Corp. 8.875% 2/15/08

Ba3

5,400

5,562

Capital One Financial Corp.:

7.125% 8/1/08

Baa3

13,290

12,051

7.25% 12/1/03

Baa3

720

713

7.25% 5/1/06

Baa3

2,720

2,557

8.75% 2/1/07

Baa3

740

733

CIT Group, Inc. 7.75% 4/2/12

A2

4,780

4,796

Citigroup, Inc. 7.25% 10/1/10

Aa2

7,060

7,429

Continental Airlines, Inc. pass thru trust certificate:

6.795% 8/2/18

Baa3

1,743

1,613

6.9% 1/2/17

Baa3

943

868

6.9% 1/2/18

Baa1

1,222

1,170

6.954% 2/2/11

Ba2

118

111

7.033% 6/15/11

Ba2

1,389

1,291

7.256% 9/15/21

Baa1

1,000

967

8.307% 4/2/18

Baa3

5,491

5,308

8.312% 10/2/12

Ba2

325

309

Countrywide Home Loans, Inc.:

5.5% 8/1/06

A3

8,130

7,994

6.45% 2/27/03

A3

10,900

11,192

Credit Suisse First Boston (USA), Inc. 6.5% 1/15/12

Aa3

8,880

8,775

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

Ba3

3,660

3,596

Delta Air Lines, Inc. pass thru trust certificate:

7.57% 11/18/10

A3

4,240

4,312

7.92% 5/18/12

A3

1,140

1,124

Devon Financing Corp. ULC 6.875% 9/30/11

Baa2

14,450

14,066

El Paso Energy Partners LP/El Paso Energy Partners Finance Corp. 8.5% 6/1/11

B1

3,810

3,924

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

Ba3

910

905

Ford Motor Credit Co.:

7.25% 10/25/11

A3

6,845

6,632

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financials - continued

Ford Motor Credit Co.: - continued

7.375% 10/28/09

A3

$ 3,600

$ 3,531

7.5% 3/15/05

A3

6,380

6,504

7.875% 6/15/10

A3

9,810

9,857

General Motors Acceptance Corp.:

6.75% 1/15/06

A2

4,120

4,157

6.875% 9/15/11

A2

4,640

4,519

Goldman Sachs Group, Inc. 6.6% 1/15/12

A1

7,760

7,721

GS Escrow Corp. 7% 8/1/03

Ba1

4,645

4,692

Household Finance Corp. 8% 5/9/05

A2

4,710

4,958

HSBC Capital Funding LP 9.547% 12/31/49 (f)(g)

A1

14,640

16,862

ING Capital Funding Trust III 8.439% 12/31/10

Aa3

4,210

4,690

IOS Capital, Inc. 9.75% 6/15/04

Baa2

4,900

4,949

Mediacom Broadband LLC/Mediacom Broadband Corp. 11% 7/15/13

B2

10,190

11,311

Meditrust Exercisable Put Options Securities Trust 7.114% 8/15/04 (g)

Ba3

390

382

Morgan Stanley Dean Witter & Co. 6.6% 4/1/12

Aa3

11,735

11,676

NiSource Finance Corp. 7.875% 11/15/10

Baa3

12,000

11,504

Northwest Airlines pass thru trust certificate:

7.041% 4/1/22

A3

640

614

7.575% 3/1/19

A3

1,199

1,199

7.691% 4/1/17

Baa2

230

220

Qwest Capital Funding, Inc. 5.875% 8/3/04

Baa3

7,245

6,249

Reed Elsevier Capital, Inc.:

6.125% 8/1/06

A3

2,250

2,266

6.75% 8/1/11

A3

5,285

5,343

Salomon Smith Barney Holdings, Inc. 5.875% 3/15/06

Aa1

8,675

8,751

Sears Roebuck Acceptance Corp. 6.7% 4/15/12

A3

7,745

7,628

SESI LLC 8.875% 5/15/11

B1

4,930

4,930

Sprint Capital Corp.:

6.875% 11/15/28

Baa2

3,675

2,931

8.375% 3/15/12 (g)

Baa2

3,545

3,501

8.75% 3/15/32 (g)

Baa2

8,410

8,158

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financials - continued

Stone Container Finance Co. yankee 11.5% 8/15/06 (g)

B2

$ 1,670

$ 1,812

TIAA Global Markets, Inc. 5% 3/1/07 (g)

Aaa

5,135

5,008

TXU Eastern Funding yankee 6.75% 5/15/09

Baa1

10,575

10,187

U.S. West Capital Funding, Inc. 6.25% 7/15/05

Baa3

2,030

1,753

UBS Preferred Funding Trust 1 8.622% 12/29/49

Aa2

9,200

10,163

Xerox Capital (Europe) PLC 5.75% 5/15/02

Ba1

3,745

3,670

373,443

Insurance - 0.2%

Allstate Corp. 6.125% 2/15/12

A1

13,340

12,993

ITT Corp. 6.75% 11/15/03

Ba1

920

920

MetLife, Inc. 6.125% 12/1/11

A1

4,335

4,246

St. Paul Companies, Inc. 5.75% 3/15/07

A2

2,675

2,655

20,814

Real Estate - 0.8%

CenterPoint Properties Trust:

6.75% 4/1/05

Baa2

4,360

4,394

7.125% 3/15/04

Baa2

10,930

11,210

Duke-Weeks Realty LP 6.875% 3/15/05

Baa2

8,200

8,382

EOP Operating LP:

6.375% 2/15/03

Baa1

2,900

2,957

6.75% 2/15/08

Baa1

4,520

4,522

7.75% 11/15/07

Baa1

16,695

17,635

ERP Operating LP 7.1% 6/23/04

Baa1

10,290

10,668

iStar Financial, Inc. 8.75% 8/15/08

Ba1

3,795

3,814

LNR Property Corp.:

9.375% 3/15/08

Ba3

3,755

3,793

10.5% 1/15/09

Ba3

2,995

3,145

Meditrust Corp.:

7% 8/15/07

Ba3

760

718

7.82% 9/10/26

Ba3

6,730

6,730

MeriStar Hospitality Corp. 9% 1/15/08

Ba3

3,880

3,958

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Real Estate - continued

Senior Housing Properties Trust 8.625% 1/15/12

Ba2

$ 5,920

$ 6,127

Toll Corp. 8.25% 12/1/11

Ba2

4,640

4,663

92,716

TOTAL FINANCIALS

637,586

HEALTH CARE - 0.8%

Health Care Providers & Services - 0.7%

AdvancePCS 8.5% 4/1/08

B1

3,710

3,933

Alderwoods Group, Inc.:

11% 1/2/07

-

1,435

1,450

12.25% 1/2/09

-

850

917

Beverly Enterprises, Inc.:

9% 2/15/06

B1

375

373

9.625% 4/15/09

B1

765

784

Columbia/HCA Healthcare Corp. 6.73% 7/15/45

Ba1

3,425

3,459

DaVita, Inc. 9.25% 4/15/11

B2

4,815

5,634

Dynacare, Inc. yankee 10.75% 1/15/06

B2

2,330

2,412

Express Scripts, Inc. 9.625% 6/15/09

Ba1

2,495

2,745

Hanger Orthopedic Group, Inc. 10.375% 2/15/09 (g)

B2

1,150

1,208

HCA, Inc.:

7.875% 2/1/11

Ba1

2,105

2,184

8.75% 9/1/10

Ba1

3,485

3,781

HealthSouth Corp. 6.875% 6/15/05

Ba1

1,215

1,209

Owen & Minor, Inc. 8.5% 7/15/11

Ba3

8,040

8,402

Rotech Healthcare, Inc. 9.5% 4/1/12 (g)

B2

1,340

1,384

Service Corp. International (SCI):

6% 12/15/05

B1

4,855

4,442

6.3% 3/15/03

B1

720

691

7.2% 6/1/06

B1

2,930

2,769

7.375% 4/15/04

B1

11,560

11,387

Triad Hospitals Holdings, Inc. 11% 5/15/09

B2

5,115

5,703

Triad Hospitals, Inc. 8.75% 5/1/09

B1

9,400

9,964

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

HEALTH CARE - continued

Health Care Providers & Services - continued

Unilab Corp. 12.75% 10/1/09

B3

$ 3,400

$ 3,927

Vanguard Health Systems, Inc. 9.75% 8/1/11

B3

8,380

8,841

87,599

Pharmaceuticals - 0.1%

aaiPharma, Inc. 11% 4/1/10 (g)

Caa1

4,060

4,060

Biovail Corp. 7.875% 4/1/10

B2

2,725

2,708

6,768

TOTAL HEALTH CARE

94,367

INDUSTRIALS - 1.5%

Aerospace & Defense - 0.0%

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

B2

2,555

2,708

Sequa Corp. 8.875% 4/1/08

Ba3

2,990

2,870

5,578

Airlines - 0.3%

AMR Corp. 9% 8/1/12

B1

790

766

Continental Airlines, Inc. 8% 12/15/05

B3

5,030

4,741

Delta Air Lines, Inc.:

6.65% 3/15/04

Ba3

3,290

3,191

7.7% 12/15/05

Ba3

3,110

3,001

7.9% 12/15/09

Ba3

8,320

7,904

8.3% 12/15/29

Ba3

5,230

4,446

8.54% 1/2/07

Ba1

845

829

10.14% 8/14/12

Ba1

540

513

Northwest Airlines, Inc.:

7.625% 3/15/05

B2

2,460

2,312

8.375% 3/15/04

B2

2,020

1,939

8.52% 4/7/04

B2

260

250

8.875% 6/1/06

B2

380

363

9.875% 3/15/07

B2

3,900

3,832

United Air Lines, Inc.:

9% 12/15/03

Caa1

1,170

977

10.67% 5/1/04

Caa1

170

131

35,195

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Building Products - 0.0%

American Standard, Inc.:

7.375% 2/1/08

Ba2

$ 1,835

$ 1,853

7.625% 2/15/10

Ba2

1,485

1,500

3,353

Commercial Services & Supplies - 0.4%

Allied Waste North America, Inc.:

7.375% 1/1/04

Ba3

2,320

2,320

7.625% 1/1/06

Ba3

2,510

2,460

7.875% 1/1/09

Ba3

3,980

3,881

8.5% 12/1/08 (g)

Ba3

4,080

4,080

10% 8/1/09

B2

4,935

5,034

Browning-Ferris Industries, Inc. 6.375% 1/15/08

Ba3

3,360

3,058

Coinmach Corp. 9% 2/1/10 (g)

B2

4,940

5,113

Iron Mountain, Inc.:

8.25% 7/1/11

B2

480

490

8.625% 4/1/13

B2

5,050

5,227

8.75% 9/30/09

B2

7,555

7,819

Mail-Well I Corp. 9.625% 3/15/12 (g)

B1

2,760

2,843

Waste Management, Inc. 7.375% 8/1/10

Ba1

6,080

6,029

48,354

Machinery - 0.4%

AGCO Corp.:

8.5% 3/15/06

B1

510

513

9.5% 5/1/08

Ba3

2,640

2,851

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

B2

5,865

6,041

Dunlop Standard Aerospace Holdings PLC yankee 11.875% 5/15/09

B3

10,145

10,348

Joy Global, Inc. 8.75% 3/15/12 (g)

B2

890

917

Navistar International Corp. 9.375% 6/1/06

Ba1

5,700

6,014

Terex Corp.:

8.875% 4/1/08

B2

2,850

2,907

Series D, 8.875% 4/1/08

B2

1,250

1,269

Tyco International Group SA yankee 6.75% 2/15/11

Baa1

15,550

13,895

44,755

Marine - 0.1%

Teekay Shipping Corp. 8.875% 7/15/11

Ba2

7,920

8,316

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Road & Rail - 0.3%

CSX Corp.:

6.25% 10/15/08

Baa2

$ 6,210

$ 6,130

6.46% 6/22/05

Baa2

13,650

14,025

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

Ba2

960

1,037

TFM SA de CV yankee:

0% 6/15/09 (e)

B1

4,995

4,658

10.25% 6/15/07

B1

1,025

964

Williams Scotsman, Inc. 9.875% 6/1/07 (g)

B3

4,960

5,003

31,817

TOTAL INDUSTRIALS

177,368

INFORMATION TECHNOLOGY - 0.9%

Communications Equipment - 0.2%

Avaya, Inc. 11.125% 4/1/09

Ba2

3,790

3,714

Crown Castle International Corp.:

9.375% 8/1/11

B3

7,420

6,233

9.5% 8/1/11

B3

1,065

895

10.75% 8/1/11

B3

2,080

1,851

L-3 Communications Corp.:

8% 8/1/08

Ba3

3,510

3,615

10.375% 5/1/07

Ba3

3,040

3,222

Motorola, Inc. 8% 11/1/11

A3

8,945

9,027

28,557

Computers & Peripherals - 0.1%

Compaq Computer Corp.:

7.45% 8/1/02

Baa2

6,100

6,156

7.65% 8/1/05

Baa2

4,900

5,036

11,192

Electronic Equipment & Instruments - 0.2%

Fisher Scientific International, Inc. 9% 2/1/08

B3

6,375

6,614

Flextronics International Ltd. yankee:

8.75% 10/15/07

Ba2

1,455

1,484

9.875% 7/1/10

Ba2

5,780

6,185

Ingram Micro, Inc. 9.875% 8/15/08

Ba2

2,840

2,996

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

Millipore Corp. 7.5% 4/1/07

Ba1

$ 1,755

$ 1,632

Solectron Corp. 9.625% 2/15/09

Ba1

2,980

2,958

21,869

Internet Software & Services - 0.1%

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

Baa2

8,500

8,380

IT Consulting & Services - 0.1%

Anteon Corp. 12% 5/15/09

B3

5,055

5,611

Unisys Corp.:

7.875% 4/1/08

Ba1

1,915

1,920

8.125% 6/1/06

Ba1

7,030

7,171

14,702

Office Electronics - 0.0%

Mediacom LLC/Mediacom Capital Corp. 9.5% 1/15/13

B2

4,985

5,159

Semiconductor Equipment & Products - 0.2%

Amkor Technology, Inc.:

9.25% 5/1/06

B1

4,450

4,417

9.25% 2/15/08

B1

2,260

2,226

Fairchild Semiconductor Corp.:

10.375% 10/1/07

B2

8,100

8,647

10.5% 2/1/09

B2

760

836

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

B3

6,000

5,520

21,646

TOTAL INFORMATION TECHNOLOGY

111,505

MATERIALS - 1.3%

Chemicals - 0.3%

Foamex LP/Foamex Capital Corp. 10.75% 4/1/09 (g)

B3

2,260

2,305

Georgia Gulf Corp. 10.375% 11/1/07

B2

5,725

6,069

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

B3

3,310

3,360

IMC Global, Inc.:

10.875% 6/1/08

Ba1

780

862

11.25% 6/1/11

Ba1

890

983

International Specialty Holdings, Inc. 10.625% 12/15/09 (g)

B2

4,240

4,378

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

MATERIALS - continued

Chemicals - continued

Lyondell Chemical Co.:

9.625% 5/1/07

Ba3

$ 3,660

$ 3,724

9.875% 5/1/07

Ba3

3,795

3,871

Methanex Corp. yankee:

7.4% 8/15/02

Ba1

1,970

1,970

7.75% 8/15/05

Ba1

2,595

2,543

OM Group, Inc. 9.25% 12/15/11 (g)

B3

6,290

6,589

Quaker State Corp. 6.625% 10/15/05

Ba2

2,150

2,209

38,863

Containers & Packaging - 0.3%

Applied Extrusion Technologies, Inc. 10.75% 7/1/11

B2

3,240

3,434

Graphic Packaging Corp. 8.625% 2/15/12 (g)

B2

900

932

Owens-Brockway Glass Container, Inc. 8.875% 2/15/09 (g)

B2

9,660

9,829

Owens-Illinois, Inc.:

7.15% 5/15/05

B3

970

936

7.35% 5/15/08

B3

720

661

7.5% 5/15/10

B3

890

801

7.8% 5/15/18

B3

6,900

5,710

7.85% 5/15/04

B3

2,400

2,334

8.1% 5/15/07

B3

1,480

1,413

Riverwood International Corp.:

10.25% 4/1/06

B-

4,400

4,554

10.625% 8/1/07

B3

2,270

2,401

10.875% 4/1/08

Caa1

1,190

1,235

Sealed Air Corp.:

6.95% 5/15/09 (g)

Baa3

4,005

3,725

8.75% 7/1/08 (g)

Baa3

1,340

1,380

39,345

Metals & Mining - 0.4%

AK Steel Corp.:

7.875% 2/15/09

B1

3,090

3,090

9.125% 12/15/06

B1

390

404

Century Aluminum Co. 11.75% 4/15/08

Ba3

4,835

5,125

Luscar Coal Ltd. 9.75% 10/15/11 (g)

Ba3

3,310

3,558

P&L Coal Holdings Corp. 9.625% 5/15/08

B1

15,895

16,968

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

MATERIALS - continued

Metals & Mining - continued

Phelps Dodge Corp.:

7.125% 11/1/27

Baa3

$ 3,250

$ 2,373

8.75% 6/1/11

Baa3

6,580

6,547

9.5% 6/1/31

Baa3

1,970

1,872

Steel Dynamics, Inc. 9.5% 3/15/09 (g)

B2

1,690

1,741

41,678

Paper & Forest Products - 0.3%

Container Corp. of America 9.75% 4/1/03

B2

1,120

1,154

Georgia-Pacific Group:

7.5% 5/15/06

Baa3

360

352

8.125% 5/15/11

Baa3

650

637

8.875% 5/15/31

Baa3

1,200

1,116

Louisiana-Pacific Corp.:

8.5% 8/15/05

Ba1

1,400

1,442

10.875% 11/15/08

Ba2

950

1,017

Norske Skog Canada Ltd. 8.625% 6/15/11 (g)

Ba2

1,500

1,530

Stone Container Corp. 9.75% 2/1/11

B2

6,430

6,944

Weyerhaeuser Co.:

6.125% 3/15/07 (g)

Baa2

5,170

5,125

7.375% 3/15/32 (g)

Baa2

14,180

13,478

32,795

TOTAL MATERIALS

152,681

TELECOMMUNICATION SERVICES - 1.9%

Diversified Telecommunication Services - 1.4%

AT&T Corp.:

6.5% 3/15/29

A3

18,335

15,145

7.3% 11/15/11 (g)

A3

11,545

11,149

8% 11/15/31 (g)

A3

3,250

3,192

British Telecommunications PLC 8.875% 12/15/30

Baa1

3,900

4,433

Cable & Wireless Optus Finance Property Ltd. 8% 6/22/10 (g)

A2

15,500

16,563

Centennial Cellular Operating Co. LLC/Centennial Finance Corp. 10.75% 12/15/08

B3

6,215

3,356

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

Ba1

11,380

7,682

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Citizens Communications Co.:

8.5% 5/15/06

Baa2

$ 7,270

$ 7,567

9.25% 5/15/11

Baa2

4,945

5,302

Insight Midwest LP/Insight Capital, Inc. 10.5% 11/1/10

B1

6,430

6,912

Koninklijke KPN NV yankee:

7.5% 10/1/05

Baa3

5,500

5,581

8% 10/1/10

Baa3

11,390

11,578

Price Communications Wireless, Inc.:

9.125% 12/15/06

Baa2

8,875

9,230

11.75% 7/15/07

Baa3

2,660

2,840

Telecomunicaciones de Puerto Rico, Inc. 6.65% 5/15/06

Baa1

14,005

13,869

Telefonos de Mexico SA de CV 8.25% 1/26/06

Baa1

13,640

14,339

Teleglobe Canada, Inc. yankee:

7.2% 7/20/09

Baa3

5,350

2,408

7.7% 7/20/29

Baa3

755

317

TELUS Corp. yankee 8% 6/1/11

Baa2

10,700

10,977

Tritel PCS, Inc. 10.375% 1/15/11

B3

1,570

1,758

Triton PCS, Inc.:

8.75% 11/15/11

B2

2,800

2,632

9.375% 2/1/11

B3

3,175

3,080

Verizon New York, Inc. 7.375% 4/1/32

A1

3,525

3,481

163,391

Wireless Telecommunication Services - 0.5%

American Tower Corp. 9.375% 2/1/09

B3

2,550

1,887

AT&T Wireless Services, Inc. 8.75% 3/1/31

Baa2

10,595

10,882

Echostar Broadband Corp. 10.375% 10/1/07

B1

6,575

7,052

Nextel Communications, Inc. 0% 10/31/07 (e)

B1

11,670

7,294

PanAmSat Corp.:

6% 1/15/03

Ba2

580

577

6.125% 1/15/05

Ba2

2,160

2,117

6.375% 1/15/08

Ba2

2,270

2,202

8.5% 2/1/12 (g)

Ba3

2,610

2,597

Rogers Wireless, Inc. 9.625% 5/1/11

Baa3

2,745

2,553

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

VoiceStream Wireless Corp.:

0% 11/15/09 (e)

Baa1

$ 7,472

$ 6,276

10.375% 11/15/09

Baa1

11,285

12,301

55,738

TOTAL TELECOMMUNICATION SERVICES

219,129

UTILITIES - 1.5%

Electric Utilities - 1.0%

Avon Energy Partners Holdings:

6.46% 3/4/08 (g)

Baa2

10,920

10,319

6.73% 12/11/02 (g)

Baa2

13,550

13,716

CMS Energy Corp.:

6.75% 1/15/04

Ba3

2,295

2,295

7.5% 1/15/09

Ba3

3,475

3,423

8.5% 4/15/11

Ba3

4,675

4,862

8.9% 7/15/08

Ba3

5,700

5,928

9.875% 10/15/07

Ba3

7,135

7,741

Constellation Energy Group, Inc. 6.35% 4/1/07

Baa1

6,020

5,986

FirstEnergy Corp. 6.45% 11/15/11

Baa2

11,410

10,573

Illinois Power Co. 7.5% 6/15/09

Baa2

5,330

5,385

Israel Electric Corp. Ltd.:

7.75% 12/15/27 (g)

A3

6,570

5,770

7.875% 12/15/26 (g)

A3

1,700

1,516

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

Ba3

12,915

15,046

Pacific Gas & Electric Co.:

6.25% 8/1/03

B3

2,825

2,797

6.25% 3/1/04

B3

5,375

5,321

6.75% 10/1/23

B3

2,310

2,171

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

Caa2

5,870

6,428

8.25% 11/1/22

B3

4,150

4,005

PSI Energy, Inc. 6.65% 6/15/06

A3

6,475

6,434

Southern California Edison Co.:

5.625% 10/1/02

Ba2

1,320

1,307

6.25% 6/15/03

Ba2

300

294

8.95% 11/3/03

Ba3

2,360

2,407

Texas Utilities Co. 6.375% 1/1/08

Baa3

1,105

1,078

124,802

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - continued

UTILITIES - continued

Gas Utilities - 0.3%

Consolidated Natural Gas Co. 6.85% 4/15/11

A3

$ 2,615

$ 2,597

El Paso Energy Corp. 7.75% 1/15/32

Baa2

3,935

3,815

Kinder Morgan Energy Partners LP 7.125% 3/15/12

Baa1

3,855

3,787

Reliant Energy Resources Corp. 8.125% 7/15/05

Baa2

6,600

6,785

Sempra Energy 7.95% 3/1/10

A2

15,600

15,927

32,911

Multi-Utilities - 0.2%

Williams Companies, Inc.:

7.125% 9/1/11

Baa2

10,390

9,861

7.5% 1/15/31

Baa2

10,090

9,090

18,951

TOTAL UTILITIES

176,664

TOTAL NONCONVERTIBLE BONDS

2,476,127

TOTAL CORPORATE BONDS

(Cost $2,701,302)

2,696,787

U.S. Government and Government Agency Obligations - 7.3%

U.S. Government Agency Obligations - 1.6%

Fannie Mae:

5.25% 6/15/06

Aaa

16,055

16,131

5.5% 2/15/06

Aaa

8,295

8,445

5.5% 5/2/06

Aa2

13,325

13,411

6% 5/15/08

Aaa

9,600

9,806

6.25% 2/1/11

Aa2

6,585

6,565

6.75% 7/30/07

Aaa

3,590

3,643

6.9% 8/21/07

Aaa

17,000

17,261

7.25% 5/15/30

Aaa

14,840

16,169

Federal Home Loan Bank:

5.125% 1/13/03

Aaa

17,350

17,674

7.25% 5/15/03

Aaa

29,940

31,275

Financing Corp. - coupon STRIPS:

0% 4/5/02

Aaa

2,276

2,276

U.S. Government and Government Agency Obligations - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

U.S. Government Agency Obligations - continued

Financing Corp. - coupon STRIPS: - continued

0% 5/11/02

Aaa

$ 2,275

$ 2,270

0% 8/8/05

Aaa

5,482

4,643

0% 11/30/05

Aaa

1,666

1,391

Freddie Mac:

5.875% 3/21/11

Aa2

17,415

16,908

7.35% 3/22/05

Aaa

5,000

5,390

U.S. Department of Housing and Urban Development government guaranteed participation certificates Series 1996-A, 7.57% 8/1/13

Aaa

10,090

10,416

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

183,674

U.S. Treasury Obligations - 5.7%

U.S. Treasury Bonds:

6.375% 8/15/27

Aaa

70,507

73,603

8.125% 8/15/19

Aaa

65,920

80,713

8.875% 8/15/17

Aaa

6,000

7,738

8.875% 2/15/19

Aaa

1,360

1,770

9.875% 11/15/15

Aaa

825

1,132

10.75% 8/15/05

Aaa

7,080

8,453

11.25% 2/15/15

Aaa

13,520

20,130

11.75% 2/15/10

Aaa

42,750

51,183

12% 8/15/13

Aaa

4,070

5,522

U.S. Treasury Notes:

3.625% 8/31/03

Aaa

20,700

20,822

5% 8/15/11

Aaa

118,400

114,446

7% 7/15/06

Aaa

264,610

286,967

7.875% 11/15/04

Aaa

3,500

3,824

TOTAL U.S. TREASURY OBLIGATIONS

676,303

TOTAL U.S. GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS

(Cost $862,925)

859,977

U.S. Government Agency - Mortgage Securities - 10.8%

Fannie Mae - 7.7%

5.5% 2/1/11 to 3/1/32

Aaa

22,760

21,614

6% 4/1/09 to 3/1/32

Aaa

178,778

175,658

U.S. Government Agency - Mortgage Securities - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Fannie Mae - continued

6.5% 4/1/13 to 2/1/30

Aaa

$ 208,911

$ 209,193

6.5% 4/1/32 (h)

Aaa

344,175

341,917

7% 9/1/21 to 11/1/31

Aaa

80,266

82,107

7% 4/1/32 (h)

Aaa

19,035

19,386

7.5% 2/1/22 to 7/1/31

Aaa

60,883

63,152

8% 12/1/27 to 6/1/29

Aaa

248

262

TOTAL FANNIE MAE

913,289

Freddie Mac - 0.3%

6% 10/1/23 to 9/1/25

Aaa

8,081

7,972

7.5% 11/1/16 to 11/1/30

Aaa

28,766

29,921

8% 10/1/27

Aaa

113

120

8.5% 2/1/19 to 8/1/22

Aaa

78

84

TOTAL FREDDIE MAC

38,097

Government National Mortgage Association - 2.8%

6% 10/15/08 to 12/15/10

Aaa

13,241

13,569

6.5% 12/15/07 to 8/15/27

Aaa

79,772

80,709

7% 2/15/28 to 10/15/31

Aaa

171,763

175,355

7.5% 3/15/22 to 8/15/28

Aaa

26,932

28,239

8% 4/15/24 to 6/15/31

Aaa

18,545

19,531

8.5% 7/15/30 to 1/15/31

Aaa

6,513

6,973

TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

324,376

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $1,260,990)

1,275,762

Asset-Backed Securities - 0.6%

BankAmerica Manufacturing Housing Contract Trust V 6.2% 4/10/09

Aaa

8,041

8,061

CIT Marine Trust 5.8% 4/15/10

Aaa

9,192

9,348

CSXT Trade Receivables Master Trust 6% 7/26/04

Aaa

12,240

12,508

Asset-Backed Securities - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

DaimlerChrysler Auto Trust 5.16% 1/6/05

Aaa

$ 12,765

$ 13,025

Ford Credit Auto Owner Trust:

5.71% 9/15/05

A1

3,415

3,485

7.03% 11/15/03

Aaa

1,945

1,957

Household Private Label Credit Card Master Trust I 5.5% 1/18/11

Aaa

4,100

4,097

JCPenney Master Credit Card Trust 5.5% 6/15/07

Aaa

3,300

3,377

Northwest Airlines pass thru trust certificate 9.179% 10/1/11

Ba2

997

937

Sears Credit Account Master Trust II:

6.75% 9/16/09

Aaa

2,500

2,626

7.5% 11/15/07

A2

4,350

4,578

UAF Auto Grantor Trust 6.1% 1/15/03 (g)

Aaa

1,465

1,465

TOTAL ASSET-BACKED SECURITIES

(Cost $64,174)

65,464

Collateralized Mortgage Obligations - 0.2%

Private Sponsor - 0.0%

Credit-Based Asset Servicing and Securitization LLC weighted average coupon Series 1997-2 Class 2B, 7.0377% 12/29/25 (g)(i)

Ba3

1,122

536

U.S. Government Agency - 0.2%

Fannie Mae:

REMIC planned amortization class:

Series 1999-54 Class PH, 6.5% 11/18/29

Aaa

8,575

8,388

Series 1999-57 Class PH, 6.5% 12/25/29

Aaa

6,978

6,699

sequential pay Series 2000-49 Class A, 8% 3/18/27

Aaa

10,577

11,243

TOTAL U.S. GOVERNMENT AGENCY

26,330

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $25,631)

26,866

Commercial Mortgage Securities - 1.7%

Asset Securitization Corp. sequential pay Series 1995-MD4 Class A1, 7.1% 8/13/29

AAA

5,058

5,292

Atherton Franchise Loan Funding LLP Series 1998-A Class E, 8.25% 5/15/20 (g)

BB

2,047

655

Commercial Mortgage Securities - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Banc America Commercial Mortgage, Inc. Series 2001-1 Class X, 1.0909% 4/15/36 (i)(j)

Aaa

$ 142,722

$ 8,753

Berkeley Federal Bank & Trust FSB Series 1994-1 Class B, 5.7659% 8/1/24 (g)(i)

-

3,280

2,230

CBM Funding Corp. sequential pay Series 1996-1:

Class A3PI, 7.08% 11/1/07

AA

8,220

8,535

Class B, 7.48% 2/1/08

A

9,885

10,222

Chase Manhatten Bank-First Union National Bank Commercial Mortgage Trust sequential pay Series 1999-1 Class A2, 7.439% 8/15/31

Aaa

4,695

4,987

COMM:

floater Series 1991-1 Class E, 7.1041% 10/15/08

Baa2

2,000

2,016

Series 1999-1 Class A2, 6.455% 9/15/08

Aaa

4,225

4,308

CS First Boston Mortgage Securities Corp.:

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

15,800

15,851

Series 1998-C1 Class D, 7.17% 1/17/12

Baa3

7,870

7,560

Deutsche Mortgage & Asset Receiving Corp. sequential pay Series 1998-C1 Class D, 7.231% 7/15/12

Baa2

11,800

11,063

Equitable Life Assurance Society of the United States Series 174:

Class B1, 7.33% 5/15/06 (g)

Aa2

10,400

10,871

Class C1, 7.52% 5/15/06 (g)

A2

8,000

8,360

Class D1, 7.77% 5/15/06 (g)

Baa2

6,800

6,972

First Chicago/Lennar Trust I Series 1997-CHL1 Class E, 8.0855% 4/29/39 (g)(i)

-

3,800

2,964

FMAC Loan Receivables Trust weighted average coupon:

Series 1997-A Class E, 8.1253% 4/15/19 (g)(i)

-

1,471

103

Series 1997-B Class E, 0% 9/15/19 (d)(g)(i)

-

831

0

G Force CDO 2001 Ltd./G Force CDO 2001 1 Corp. Series 2001-1A Class E, 8.8% 1/20/12 (g)

BBB-

6,387

6,068

GAFCO Franchisee Loan Trust Series 1998-1 Class D, 13.5% 6/1/16 (g)(i)

-

4,600

3,404

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 1996-C1 Class F, 7.86% 11/15/06 (g)

Ba1

1,250

1,201

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 6.97% 4/13/31 (i)

Baa3

13,588

12,824

Commercial Mortgage Securities - continued

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

LB-UBS Commercial Mortgage Trust sequential pay Series 2001-C3 Class A1, 6.058% 6/15/20

AAA

$ 14,990

$ 15,103

LTC Commercial Mortgage pass thru trust certificate sequential pay Series 1998-1 Class A, 6.029% 5/30/30 (g)

AAA

7,897

7,960

Nomura Depositor Trust Series 1998-ST1A Class B1A, 4.5975% 1/15/03 (g)(i)

-

455

448

Penn Mutual Life Insurance Co./Penn Insurance & Annuity Co. Series 1996-PML:

Class K, 7.9% 11/15/26 (g)

-

750

526

Class L, 7.9% 11/15/26 (g)

-

600

334

Structured Asset Securities Corp. Series 1996-CFL:

Class E, 7.75% 2/25/28

AAA

6,820

6,972

Class H, 7.75% 2/25/28 (g)

BB+

1,000

991

Thirteen Affiliates of General Growth Properties, Inc.:

sequential pay Series 1 Class A2, 6.602% 12/15/10 (g)

Aaa

11,530

11,689

Series 1:

Class D2, 6.992% 12/15/10 (g)

Baa2

11,380

11,280

Class E2, 7.224% 12/15/10 (g)

Baa3

6,760

6,667

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $200,116)

196,209

Foreign Government and Government Agency Obligations (k) - 0.2%

Chilean Republic 7.125% 1/11/12

Baa1

4,910

5,039

Newfoundland Province yankee 11.625% 10/15/07

Aa1

5,750

7,302

United Mexican States 7.5% 1/14/12

Baa2

10,220

10,189

TOTAL FOREIGN GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS

(Cost $21,807)

22,530

Supranational Obligations - 0.0%

Corporacion Andina de Fomento 6.875% 3/15/12 (g)
(Cost $3,814)

A2

3,855

3,825

Floating Rate Loans - 0.3%

Moody's Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - 0.1%

Media - 0.1%

Century Cable Holdings LLC Tranche B term loan 4.99% 6/30/09 (i)

-

$ 8,650

$ 8,347

FINANCIALS - 0.1%

Diversified Financials - 0.1%

Charter Communication Operating LLC Tranche B term loan 4.52% 3/18/08 (i)

Ba3

4,500

4,343

Nextel Finance Co.:

Tranche B term loan 5.3125% 6/30/08 (i)

Ba3

7,400

6,216

Tranche C term loan 5.5625% 12/31/08 (i)

Ba3

7,400

6,216

16,775

INDUSTRIALS - 0.0%

Commercial Services & Supplies - 0.0%

Allied Waste North America, Inc.:

Tranche B term loan 4.7701% 7/21/06 (i)

Ba3

1,463

1,452

Tranche C term loan 5.0497% 7/21/07 (i)

Ba3

1,756

1,743

3,195

MATERIALS - 0.0%

Chemicals - 0.0%

Lyondell Chemical Co. sr. secured Tranche E term loan 6.2627% 5/17/06 (i)

Ba3

995

1,005

TELECOMMUNICATION SERVICES - 0.1%

Diversified Telecommunication Services - 0.0%

Broadwing, Inc. Tranche B term loan 4.2006% 12/30/06 (i)

Ba2

2,280

2,143

Wireless Telecommunication Services - 0.1%

PanAmSat Corp. Tranche B term loan 5.46% 12/31/08 (i)

Ba2

5,000

4,975

TOTAL TELECOMMUNICATION SERVICES

7,118

TOTAL FLOATING RATE LOANS

(Cost $37,578)

36,440

Money Market Funds - 10.5%

Shares

Value (Note 1)
(000s)

Fidelity Cash Central Fund, 1.86% (c)

810,864,666

$ 810,865

Fidelity Money Market Central Fund, 2.05% (c)

425,013,442

425,013

Fidelity Securities Lending Cash Central Fund, 1.87% (c)

3,000,000

3,000

TOTAL MONEY MARKET FUNDS

(Cost $1,238,878)

1,238,878

Cash Equivalents - 0.0%

Maturity
Amount (000s)

Investments in repurchase agreements:

(U.S. Government Obligations), in a joint trading account at 1.92%, dated 3/28/02 due 4/1/02

$ 4,321

4,320

(U.S. Treasury Obligations), in a joint trading account at 1.78%, dated 3/29/02 due 4/1/02

487

487

TOTAL CASH EQUIVALENTS

(Cost $4,807)

4,807

TOTAL INVESTMENT PORTFOLIO - 103.5%

(Cost $11,749,957)

12,253,402

NET OTHER ASSETS - (3.5)%

(408,927)

NET ASSETS - 100%

$ 11,844,475

Legend

(a) Non-income producing

(b) S&P® credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

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

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

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

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

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $500,252,000 or 4.2% of net assets.

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

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

(j) Security represents right to receive monthly interest payments on an underlying pool of mortgages. Principal shown is the par amount of the mortgage pool.

(k) For foreign government obligations not individually rated by S&P or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings of the sovereign credit of the issuing government.

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

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

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

7/15/99 - 4/10/00

$ 4,835

Other Information

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

Moody's Ratings

S&P Ratings

Aaa, Aa, A

22.3%

AAA, AA, A

21.2%

Baa

6.7%

BBB

7.3%

Ba

5.3%

BB

4.7%

B

6.2%

B

6.5%

Caa

0.5%

CCC

0.4%

Ca, C

0.1%

CC, C

0.0%

D

0.1%

The percentage not rated by Moody's or S&P amounted to 0.4%. FMR has determined that unrated debt securities that are lower quality account for 0.4% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $7,059,549,000 and $6,470,234,000, respectively, of which long-term U.S. government and government agency obligations aggregated $2,397,504,000 and $1,922,504,000, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $213,000 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $5,520,000 or 0.0% of net assets.

The fund participated in the bank borrowing program. The average daily loan balance during the period for which the loan was outstanding amounted to $12,313,000. The weighted average interest rate was 2.63%. At period end there were no bank borrowings outstanding.

The fund invested in loans and loan participations, trade claims or other receivables. At period end the value of these investments amounted to $36,440,000 or 0.3% of net assets.

Income Tax Information

At March 31, 2002, the aggregate cost of investment securities for income tax purposes was $11,781,256,000. Net unrealized appreciation aggregated $472,146,000, of which $921,161,000 related to appreciated investment securities and $449,015,000 related to depreciated investment securities.

At September 30, 2001, the fund had a capital loss carryforward of approximately $74,769,000 all of which will expire on September 30, 2009.

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)

March 31, 2002

Assets

Investment in securities, at value (including securities loaned of $2,700 and repurchase agreements of $4,807)(cost $11,749,957) - See accompanying schedule

$ 12,253,402

Cash

40

Receivable for investments sold

100,197

Receivable for fund shares sold

7,009

Dividends receivable

7,731

Interest receivable

77,092

Other receivables

48

Total assets

12,445,519

Liabilities

Payable for investments purchased
Regular delivery

$ 214,191

Delayed delivery

363,979

Payable for fund shares redeemed

12,615

Accrued management fee

5,249

Other payables and accrued expenses

2,010

Collateral on securities loaned, at value

3,000

Total liabilities

601,044

Net Assets

$ 11,844,475

Net Assets consist of:

Paid in capital

$ 11,551,367

Distributions in excess of net investment income

(20,085)

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

(190,386)

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

503,579

Net Assets, for 766,763 shares outstanding

$ 11,844,475

Net Asset Value, offering price and redemption price per share ($11,844,475 ÷ 766,763 shares)

$ 15.45

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 March 31, 2002

Investment Income

Dividends

$ 43,217

Interest

188,625

Security lending

21

Total income

231,863

Expenses

Management fee

$ 31,225

Transfer agent fees

11,553

Accounting and security lending fees

498

Non-interested trustees' compensation

24

Custodian fees and expenses

131

Registration fees

25

Audit

66

Legal

47

Interest

1

Miscellaneous

314

Total expenses before reductions

43,884

Expense reductions

(938)

42,946

Net investment income (loss)

188,917

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(50,806)

Foreign currency transactions

(3)

Futures contracts

46,636

Total net realized gain (loss)

(4,173)

Change in net unrealized appreciation (depreciation) on:

Investment securities

697,728

Futures contracts

(3,805)

Delayed delivery commitments

(84)

Total change in net unrealized
appreciation (depreciation)

693,839

Net gain (loss)

689,666

Net increase (decrease) in net assets resulting from operations

$ 878,583

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
March 31,
2002

Year ended
September 30,
2001

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 188,917

$ 440,844

Net realized gain (loss)

(4,173)

(167,168)

Change in net unrealized appreciation (depreciation)

693,839

(2,094,098)

Net increase (decrease) in net assets resulting
from operations

878,583

(1,820,422)

Distributions to shareholders from net investment income

(318,651)

(452,720)

Distributions to shareholders from net realized gain

-

(947,460)

Total distributions

(318,651)

(1,400,180)

Share transactions
Net proceeds from sales of shares

679,373

1,462,471

Reinvestment of distributions

309,171

1,361,768

Cost of shares redeemed

(880,982)

(1,997,106)

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

107,562

827,133

Total increase (decrease) in net assets

667,494

(2,393,469)

Net Assets

Beginning of period

11,176,981

13,570,450

End of period (including distributions in excess of net investment income of $(20,085) and undistributed net investment income of $109,649, respectively)

$ 11,844,475

$ 11,176,981

Other Information

Shares

Sold

44,306

87,562

Issued in reinvestment of distributions

19,998

82,949

Redeemed

(57,058)

(121,002)

Net increase (decrease)

7,246

49,509

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

Semiannual Report

Financial Highlights

Six months ended
March 31,

Years ended September 30,

2002

2001

2000

1999

1998

1997

Selected Per-Share Data

Net asset value, beginning of
period

$ 14.72

$ 19.11

$ 17.28

$ 18.24

$ 19.01

$ 16.49

Income from Invest-
ment Operations

Net investment
income (loss) D

.25

.59

.61

.54

.61

.59

Net realized and unrealized gain (loss)

.90

(3.03)

2.53

2.23

.37

3.35

Total from
investment
operations

1.15

(2.44)

3.14

2.77

.98

3.94

Distributions from
net investment income

(.42)

(.61)

(.58)

(.56)

(.64)

(.67)

Distributions from net realized gain

-

(1.34)

(.73)

(3.17)

(1.11)

(.75)

Total distributions

(.42)

(1.95)

(1.31)

(3.73)

(1.75)

(1.42)

Net asset value, end of period

$ 15.45

$ 14.72

$ 19.11

$ 17.28

$ 18.24

$ 19.01

Total Return B, C

7.83%

(13.63)%

18.73%

16.12%

5.34%

25.15%

Ratios to Average Net Assets E

Expenses before expense
reductions

.75% A

.73%

.73%

.75%

.76%

.79%

Expenses net of
voluntary
waivers, if any

.75% A

.73%

.73%

.75%

.76%

.79%

Expenses net of all reductions

.73% A

.71%

.71%

.73%

.74%

.78%

Net investment
income (loss)

3.21% A

3.51%

3.32%

3.01%

3.19%

3.39%

Supplemental Data

Net assets, end of period
(in millions)

$ 11,844

$ 11,177

$ 13,570

$ 12,223

$ 11,576

$ 11,866

Portfolio turnover rate

121% A

133%

109%

104%

136%

79%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2002

1. Significant Accounting Policies.

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

Security Valuation. Net asset value per share is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Equity securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign equity securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Debt securities for which quotations are readily available are valued by a pricing service at their market values as determined by their most recent bid prices in the principal market (sales prices if the principal market is an exchange) in which such securities are normally traded. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

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

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

Semiannual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Foreign Currency - continued

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

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

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

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

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

Distributions to Shareholders. Distributions are recorded on the ex-dividend date.

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments for litigation proceeds, paydown gain/losses on certain securities, futures transactions, foreign currency transactions, market discount, non-taxable dividends and losses deferred due to wash sales and excise tax regulations.

Semiannual Report

1. Significant Accounting Policies - continued

Distributions to Shareholders - continued

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

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

Change in Accounting Principle. Effective October 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The cumulative effect of this accounting change had no impact on total net assets of the fund, but resulted in a $5,135,000 increase to the cost of securities held and a corresponding increase to accumulated net undistributed realized gain (loss), based on securities held by the fund on October 1, 2001.

2. Operating Policies.

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

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

Delayed Delivery Transactions and When-Issued Securities. The fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is "marked to market" daily and equivalent deliverable securities are held for the transaction. The values of the securities purchased on a delayed delivery or when-issued basis are identified as such in the fund's Schedule of Investments. The fund

Semiannual Report

Notes to Financial Statements - continued

2. Operating Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract, or if the issuer does not issue the securities due to political, economic, or other factors.

Futures Contracts. The fund may use futures contracts to manage its exposure to the stock market. Buying futures tends to increase the fund's exposure to the underlying instrument, while selling futures tends to decrease the fund's exposure to the underlying instrument or hedge other fund investments. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

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

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

3. Purchases and Sales of Investments.

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

Semiannual Report

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund Fidelity Asset Manager pays a monthly management fee.

The management fee is the sum of an individual fund fee rate of .25% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .53% of the fund's average net assets.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .20% of average net assets.

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

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $13,222,000 for the period.

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

5. Committed Line of Credit.

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

Semiannual Report

Notes to Financial Statements - continued

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities.

7. Bank Borrowings.

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

8. Expense Reductions.

Certain security trades were directed to brokers who paid $811,000 of the fund's expenses. In addition, through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody and transfer agent expenses by $17,000 and $110,000, respectively.

Semiannual Report

Independent Auditors' Report

To the Trustees of Fidelity Charles Street Trust and Shareholders of Fidelity Asset Manager:

We have audited the accompanying statement of assets and liabilities of Fidelity Asset Manager, (the Fund), a fund of Fidelity Charles Street Trust, including the portfolio of investments, as of March 31, 2002, and the related statement of operations for the six months then ended, the statement of changes in net assets for the six months then ended and the year ended September 30, 2001, and the financial highlights for the six months ended March 31, 2002 and for each of the years in the five year period ended September 30, 2001. 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 auditing standards generally accepted in the United States of America. 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2002, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. 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 Asset Manager as of March 31, 2002, and the results of its operations for the six months then ended, the changes in its net assets for the six months then ended and the year ended September 30, 2001, and its financial highlights for the six months ended March 31, 2002 and for each of the years in the five year period ended September 30, 2001, in conformity with accounting principles generally accepted in the United States of America.

/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
May 3, 2002

Semiannual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

(computer_graphic)

Fidelity On-line Xpress+®

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

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

Semiannual Report

To Write Fidelity

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

(letter_graphic)

Making Changes
To Your Account

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

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Redemptions - CP6I

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

General Correspondence

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

(letter_graphic)

For Retirement
Accounts

Buying shares

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

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Redemptions - CP5L

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

General Correspondence

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Investments Money
Management, Inc.

Fidelity Management & Research

(U.K.) Inc.

Fidelity Management & Research

(Far East) Inc.

Fidelity Investments Japan Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank

New York, NY

Fidelity's Asset Allocation Funds

Asset ManagerSM 

Asset Manager: Aggressive®

Asset Manager: Growth®

Asset Manager: Income®

Fidelity Freedom Funds® -
Income, 2000, 2010, 2020, 2030, 2040

The Fidelity Telephone Connection

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Spartan®

Investment Grade Bond

Fund

Semiannual Report

March 31, 2002

(2_fidelity_logos)(Registered_Trademark)

Contents

President's Message

<Click Here>

Ned Johnson on investing strategies.

Performance

<Click Here>

How the fund has done over time.

Fund Talk

<Click Here>

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

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.

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

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

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

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

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

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

Neither the fund nor Fidelity Distributors Corporation is a bank.

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

Semiannual Report

President's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Through the first quarter of 2002, prevailing market conditions generally paralleled the equity environment of 2001: Small-cap stocks continued to outperform large caps; value stocks performed better than growth stocks; and technology and telecommunications continued to be the weakest performing sectors of the market. That said, a number of equity indexes achieved positive gains for the quarter, while bond indexes were generally flat to down given concerns about possible interest rate hikes.

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

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

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

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

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

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

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Performance: The Bottom Line

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). You can also look at the fund's income, as reflected in the fund's yield, to measure performance. If Fidelity had not reimbursed certain fund expenses, the total returns and dividends would have been lower.

Cumulative Total Returns

Periods ended March 31, 2002

Past 6
months

Past 1
year

Past 5
years

Life of
fund

Spartan ® Inv. Grade Bond

0.03%

5.26%

43.09%

93.62%

LB Aggregate Bond

0.14%

5.35%

44.02%

86.88%

Intermediate Investment Grade
Debt Funds Average

-0.29%

4.23%

37.24%

n/a*

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, six months, one year, five years or since the fund started on October 1, 1992. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the Lehman Brothers® Aggregate Bond Index - a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. To measure how the fund's performance stacked up against its peers, you can compare it to the intermediate investment grade debt funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 360 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges.

Average Annual Total Returns

Periods ended March 31, 2002

Past 1
year

Past 5
years

Life of
fund

Spartan Inv. Grade Bond

5.26%

7.43%

7.20%

LB Aggregate Bond

5.35%

7.57%

6.80%

Intermediate Investment Grade
Debt Funds Average

4.23%

6.52%

n/a*

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

* Not available

Semiannual Report

Performance - continued

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Spartan® Investment Grade Bond Fund on October 1, 1992, when the fund started. As the chart shows, by March 31, 2002, the value of the investment would have grown to $19,362 - a 93.62% increase on the initial investment. For comparison, look at how the Lehman Brothers Aggregate Bond Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 would have grown to $18,688 - an 86.88% increase.

Understanding
Performance

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

3

Semiannual Report

Total Return Components

Six months ended
March 31,

Years ended September 30,

2002

2001

2000

1999

1998

1997

Dividend returns

2.38%

6.69%

6.73%

5.83%

6.56%

6.72%

Capital returns

-2.35%

6.20%

-0.10%

-5.73%

4.39%

2.71%

Total returns

0.03%

12.89%

6.63%

0.10%

10.95%

9.43%

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

Dividends and Yield

Periods ended March 31, 2002

Past 1
month

Past 6
months

Past 1
year

Dividends per share

4.24¢

25.44¢

55.70¢

Annualized dividend rate

4.82%

4.85%

5.33%

30-day annualized yield

5.02%

-

-

Dividends per share show the income paid by the fund for a set period. If you annualize this number, based on an average share price of $10.37 over the past one month, $10.52 over the past six months and $10.45 over the past one year, you can compare the fund's income over these three periods. The 30-day annualized yield is a standard formula for all bond funds based on the yields of the bonds in the fund, averaged over the past 30 days. This figure shows you the yield characteristics of the fund's investments at the end of the period. It also helps you compare funds from different companies on an equal basis. If Fidelity had not reimbursed certain fund expenses during the periods shown, the yield would have been 4.92%.

Semiannual Report

Fund Talk: The Manager's Overview

Market Recap

A volatile market environment left most bonds with flat returns during the six months ending March 31, 2002. The Lehman Brothers Aggregate Bond Index - a proxy for taxable-bond performance - returned 0.14% during that time. Concerns about a weak economy and declining corporate profits - heightened by the shock of September 11 - exacerbated a flight to safety in high-quality Treasuries and government agencies. The Federal Reserve Board helped boost demand by aggressively reducing the fed funds rate three times during the period - in addition to eight other cuts in 2001 - to avoid a sustained recession. As signs of strength in the economy emerged late in the year, however, bond investors shifted away from government issues toward higher-yielding spread sectors, including corporate and mortgage securities. Growing confidence in an economic recovery further depressed Treasuries, as bond yields rose across the board during the first quarter of 2002 in anticipation of eventual Fed tightening. Corporates and mortgages fought through some turbulence en route to outperforming their government counterparts. Investors' increased appetite for credit risk helped corporates overcome record levels of new issuance and the Enron-related fallout. Mortgages, meanwhile, benefited from reduced prepayment risk, as higher interest rates dramatically slowed refinancing activity. The Lehman Brothers Mortgage-Backed Securities and Credit Bond indexes returned 1.06% and 0.62%, respectively, while the Lehman Brothers U.S. Agency and Treasury indexes returned -0.51% and -1.61%, respectively.

(Portfolio Manager photograph)
An interview with Kevin Grant, Portfolio Manager of Spartan Investment Grade Bond Fund

Q. How did the fund perform, Kevin?

A. For the six months that ended March 31, 2002, the fund returned 0.03%, outperforming the intermediate investment grade debt funds average tracked by Lipper Inc., which returned -0.29%. The Lehman Brothers Aggregate Bond Index returned 0.14% during the same time frame. For the one-year period that ended March 31, 2002, the fund returned 5.26%, while the Lipper average and Lehman Brothers index returned 4.23% and 5.35%, respectively.

Q. What laid the framework for performance during the six-month period?

A. It was a challenging period for bonds, as investors grappled with high levels of volatility in the markets fueled by several factors, including an uncertain economic outlook, the Federal Reserve Board's stance on interest rates, heightened credit risk and unique technical conditions. Maintaining the fund's long-standing emphasis on the spread sectors, particularly mortgage securities and corporate bonds, at the expense of weaker performing government issues, paid off relative to the index as investors gravitated to these higher-yielding securities during the period. Favorable security selection and yield curve positioning within these groups also aided returns.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Q. What can you tell us about your positioning in mortgages?

A. Mortgage securities - which represent the largest component of the investment-grade universe - led all other major sectors of the bond market during the period. While we were rewarded for overweighting the sector relative to the index, we also benefited from owning the right bonds. As mortgage rates declined during the late summer/early fall and prepayment risk was becoming a real issue, I increased our exposure to mortgage securities, which had cheapened considerably and offered substantially higher yields than Treasuries. Within the position, I focused on securities that were less susceptible to being prepaid, including newly issued current-coupon mortgages, and avoided bonds trading at a premium - or above par - which were most vulnerable. This strategy paid off, as the market experienced a massive wave of mortgage refinancing and mortgage security prepayment in early November - where mortgages got prepaid at par, or face value - which really hurt those investors holding premium bonds. Since then, prepayments have slowed sharply in response to higher mortgage rates, making mortgage securities more attractive, as cash flows became more predictable. Dwindling supply and continued strong demand from institutional investors, coupled with the cheapness of the current coupon and discount bonds we owned, further benefited fund performance. While our overall mortgage position came down a bit as we sold some holdings and took some profits, we remained overweighted at the end of the period.

Q. What about your corporate bond strategy?

A. Corporate bonds performed well despite higher-than-average volatility and growing concerns about accounting and financial reporting standards prompted by the collapse of Enron. Diversification remained a key element in our success, particularly versus our Lipper peers. Several companies during the period failed to maintain their investment-grade quality because they were running their balance sheets too aggressively in the face of an economic downturn. Good credit analysis helped us completely avoid prominent issuers in the index that experienced sudden, severe financial stress. Having a highly diverse portfolio also proved critical in preventing a handful of troubled securities from overwhelming strong performance achieved in the rest of the fund. Holding smaller positions in a larger number of securities helped reduce our risk exposure and limit our downside relative to the index and many of our competitors. In terms of individual sectors, financials remained a big positive for us, particularly U.S. and European banks, which benefited from solid balance sheets, high quality of assets and scant credit problems. We also picked up several attractively priced and economically sensitive consumer cyclical, energy, paper and transportation issues during the fourth quarter that recovered nicely early in 2002 with the economy on the mend.

Q. What's your outlook?

A. I believe the Fed will tighten interest rates, but it's still unclear to me as to when and how aggressively it will move. Much of the expected tightening for 2002, however, already appears priced into the market, which could mean a more stable environment for bonds going forward. That said, I believe I should continue to emphasize mortgages and corporates based on their superior return potential relative to government bonds. While corporates remain the most attractive sector on a valuation basis, I expect diversification and issue selection to continue to drive fund results in the coming months.

Semiannual Report

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

Fund Facts

Goal: high level of current income

Fund number: 448

Trading symbol: FSIBX

Start date: October 1, 1992

Size: as of March 31, 2002, more than $2.7 billion

Manager: Kevin Grant, since 1997; manager, several Fidelity investment-grade taxable bond funds; joined Fidelity in 1993

3

Kevin Grant expands on his near-term outlook for bonds:

"With the economy in recovery mode, the bond market has moved ahead of the Fed by anticipating and pricing in higher interest rates, as reflected in the current steepness of the Treasury yield curve. Therefore, when the Fed does decide to shift into tightening mode, I expect bond yields to remain quite stable given the likely benign inflationary backdrop. That means we're probably in for a period of lower volatility in bonds than we've had for many years, which is ideal for fixed-income investors. A more stable rate environment is positive for corporate and mortgage securities, whose yield spreads relative to Treasuries are expected to narrow further as economic recovery takes hold and companies return to profitability. Corporate America is on a mission to repair its balance sheets, which should also aid corporates, while mortgages should continue to benefit from reduced prepayment risk in a market where nearly all bonds are trading at a discount. The good news for bondholders is that Treasuries now represent an even smaller share - around 22% - of the overall investment-grade market. So, even if Treasury yields were to stay put or rise slightly, the other sectors still have plenty of room to produce decent total returns. That argues for investing in a broadly diversified fund such as Spartan Investment Grade Bond that has access to all of these markets."

Semiannual Report

Investment Changes

Quality Diversification as of March 31, 2002

(Moody's Ratings)

% of fund's
investments

% of fund's investments
6 months ago

Aaa

54.0

54.5

Aa

3.8

4.6

A

13.5

12.0

Baa

15.2

15.4

Ba and Below

0.5

0.3

Table excludes short-term investments. Where Moody's ratings are not available, we have used S&P ® ratings. Securities rated as Ba or below were rated investment grade by other nationally recognized rating agencies or assigned an investment grade rating at the time of acquisition by Fidelity.

Average Years to Maturity as of March 31, 2002

6 months ago

Years

6.6

7.1

Average years to maturity is based on the average time remaining until principal payments are expected from each of the fund's bonds, weighted by dollar amount.

Duration as of March 31, 2002

6 months ago

Years

4.9

4.6

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

Asset Allocation (% of fund's net assets)

As of March 31, 2002*

As of September 30, 2001**

Corporate Bonds 31.6%

Corporate Bonds 31.3%

U.S. Government and
Government Agency
Obligations 59.5%

U.S. Government and
Government Agency
Obligations 55.4%

Asset-Backed
Securities 5.5%

Asset-Backed
Securities 5.9%

CMOs and Other Mortgage Related Securities 3.5%

CMOs and Other Mortgage Related Securities 3.6%

Other Investments 2.0%

Other Investments 2.1%

Short-Term
Investments and
Net Other Assets(dagger) (2.1)%

Short-Term
Investments and
Net Other Assets 1.7%

* Foreign investments

7.3%

** Foreign investments

8.1%



(dagger) Net Other Assets are not included in the pie chart.

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

Semiannual Report

Investments March 31, 2002 (Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 30.3%

Moody's Ratings
(unaudited) (a)

Principal
Amount (000s)

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - 2.7%

Media - 2.4%

British Sky Broadcasting Group PLC yankee 8.2% 7/15/09

Ba1

$ 7,750

$ 7,807

Clear Channel Communications, Inc.:

6% 11/1/06

Baa3

5,420

5,279

7.875% 6/15/05

Baa3

2,725

2,851

Continental Cablevision, Inc. 8.3% 5/15/06

Baa2

1,775

1,858

Cox Communications, Inc. 7.75% 11/1/10

Baa2

6,900

7,032

Hearst-Argyle Television, Inc. 7% 1/15/18

Baa3

9,800

8,348

News America Holdings, Inc.:

7.75% 1/20/24

Baa3

10,000

9,536

8% 10/17/16

Baa3

6,000

6,150

TCI Communications, Inc. 9.8% 2/1/12

Baa2

2,595

2,887

Time Warner Entertainment Co. LP:

8.375% 7/15/33

Baa1

11,940

12,744

8.875% 10/1/12

Baa1

750

853

10.15% 5/1/12

Baa1

500

610

65,955

Multiline Retail - 0.3%

Federated Department Stores, Inc. 8.5% 6/15/03

Baa1

2,275

2,375

Target Corp. 5.4% 10/1/08

A2

4,870

4,835

7,210

TOTAL CONSUMER DISCRETIONARY

73,165

CONSUMER STAPLES - 0.9%

Household Products - 0.1%

Fort James Corp. 6.5% 9/15/02

Baa3

4,000

4,014

Tobacco - 0.8%

Philip Morris Companies, Inc. 7% 7/15/05

A2

3,600

3,743

RJ Reynolds Tobacco Holdings, Inc.:

7.375% 5/15/03

Baa2

14,145

14,441

7.75% 5/15/06

Baa2

2,795

2,897

21,081

TOTAL CONSUMER STAPLES

25,095

Nonconvertible Bonds - continued

Moody's Ratings
(unaudited) (a)

Principal
Amount (000s)

Value (Note 1)
(000s)

ENERGY - 0.9%

Oil & Gas - 0.9%

Devon Energy Corp. 7.95% 4/15/32

Baa2

$ 6,090

$ 6,097

Duke Energy Field Services LLC 7.875% 8/16/10

Baa2

6,000

6,189

Oryx Energy Co.:

8.125% 10/15/05

Baa2

4,640

4,939

8.375% 7/15/04

Baa2

5,000

5,326

Texas Eastern Transmission Corp. 7.3% 12/1/10

A2

3,435

3,552

26,103

FINANCIALS - 15.7%

Banks - 3.4%

Bank of America Corp. 7.8% 2/15/10

Aa3

9,100

9,812

Bank of Montreal 6.1% 9/15/05

A1

3,000

3,055

Bank One Corp. 7.875% 8/1/10

A1

3,910

4,261

Bank One NA, Chicago 5.5% 3/26/07

Aa2

4,770

4,739

BankBoston Corp. 6.625% 2/1/04

A2

110

114

Barclays Bank PLC yankee 8.55% 9/29/49 (b)(c)

Aa2

3,130

3,463

Capital One Bank 6.375% 2/15/03

Baa2

2,000

1,997

First Union Corp. 7.55% 8/18/05

A1

7,550

8,049

First Union National Bank, North Carolina 7.8% 8/18/10

A1

5,000

5,431

Fleet Financial Group, Inc. 7.125% 4/15/06

A2

260

273

FleetBoston Financial Corp. 7.25% 9/15/05

A1

7,730

8,180

HSBC Finance Nederland BV 7.4% 4/15/03 (c)

A1

250

259

Kansallis-Osake-Pankki yankee 10% 5/1/02

A1

430

432

Korea Development Bank:

6.625% 11/21/03

Baa2

2,775

2,837

7.125% 4/22/04

Baa2

1,710

1,772

7.375% 9/17/04

Baa2

3,060

3,206

MBNA Corp.:

6.34% 6/2/03

Baa2

800

815

6.875% 11/15/02

Baa2

3,600

3,667

7.5% 3/15/12

Baa2

5,360

5,361

Merita Bank Ltd. yankee 6.5% 1/15/06

A1

3,000

3,091

PNC Funding Corp. 5.75% 8/1/06

A2

3,870

3,848

Royal Bank of Scotland Group PLC:

7.648% 12/31/49 (e)

Aa3

3,705

3,810

8.817% 3/31/49

A1

2,845

3,051

Union Planters Corp. 6.75% 11/1/05

A3

1,200

1,235

Washington Mutual Bank 6.875% 6/15/11

A3

3,500

3,520

Nonconvertible Bonds - continued

Moody's Ratings
(unaudited) (a)

Principal
Amount (000s)

Value (Note 1)
(000s)

FINANCIALS - continued

Banks - continued

Washington Mutual, Inc. 5.625% 1/15/07

A3

$ 5,175

$ 5,084

Wells Fargo Bank NA, San Francisco 7.55% 6/21/10

Aa2

2,200

2,365

93,727

Diversified Financials - 10.2%

American Gen. Finance Corp. 5.875% 7/14/06

A1

11,700

11,746

Amvescap PLC:

5.9% 1/15/07 (c)

A2

2,940

2,909

yankee:

6.375% 5/15/03

A2

1,500

1,537

6.6% 5/15/05

A2

7,750

7,875

Associates Corp. of North America 6% 7/15/05

Aa1

5,000

5,094

Athena Neurosciences Finance LLC 7.25% 2/21/08

Ba2

8,460

6,617

Capital One Financial Corp. 7.125% 8/1/08

Baa3

2,900

2,630

CIT Group, Inc.:

5.5% 2/15/04

A2

980

978

7.75% 4/2/12

A2

3,800

3,813

Citigroup, Inc. 7.25% 10/1/10

Aa2

8,100

8,524

Conoco Funding Co. 6.35% 10/15/11

Baa1

4,265

4,228

Countrywide Home Loans, Inc.:

5.25% 5/22/03

A3

3,945

4,009

5.25% 6/15/04

A3

2,005

2,024

5.5% 8/1/06

A3

4,300

4,228

6.85% 6/15/04

A3

965

1,008

Credit Suisse First Boston (USA), Inc. 5.875% 8/1/06

Aa3

4,300

4,347

Daimler-Chrysler NA Holding Corp. 6.59% 6/18/02

A3

575

578

Delta Air Lines, Inc. pass thru trust certificate:

7.57% 11/18/10

A3

880

895

7.92% 5/18/12

Baa1

1,300

1,282

Devon Financing Corp. ULC:

6.875% 9/30/11

Baa2

8,200

7,982

7.875% 9/30/31

Baa2

4,000

3,978

Ford Motor Credit Co.:

6.5% 1/25/07

A3

4,940

4,797

6.875% 2/1/06

A3

12,200

12,127

7.25% 10/25/11

A3

5,455

5,286

7.375% 10/28/09

A3

3,960

3,884

Nonconvertible Bonds - continued

Moody's Ratings
(unaudited) (a)

Principal
Amount (000s)

Value (Note 1)
(000s)

FINANCIALS - continued

Diversified Financials - continued

General Motors Acceptance Corp.:

6.38% 1/30/04

A2

$ 4,720

$ 4,822

6.75% 1/15/06

A2

7,080

7,144

6.875% 9/15/11

A2

3,420

3,331

7.5% 7/15/05

A2

4,000

4,146

7.75% 1/19/10

A2

3,700

3,822

Goldman Sachs Group, Inc. 6.6% 1/15/12

A1

5,100

5,075

Household Finance Corp. 8% 5/9/05

A2

1,585

1,668

HSBC Capital Funding LP 9.547% 12/31/49 (b)(c)

A1

4,300

4,953

ING Capital Funding Trust III 8.439% 12/31/10

Aa3

11,110

12,376

J.P. Morgan Chase & Co.:

5.35% 3/1/07

Aa3

4,400

4,314

6.75% 2/1/11

A1

12,945

12,959

Mellon Funding Corp. 7.5% 6/15/05

A1

1,500

1,605

Merrill Lynch & Co., Inc. 6.15% 1/26/06

Aa3

6,400

6,546

Morgan Stanley Dean Witter & Co. 6.6% 4/1/12

Aa3

9,655

9,606

Newcourt Credit Group, Inc. yankee 6.875% 2/16/05

A2

1,850

1,832

NiSource Finance Corp.:

7.625% 11/15/05

Baa3

5,100

5,086

7.875% 11/15/10

Baa3

5,940

5,694

Popular North America, Inc. 6.125% 10/15/06

A3

5,570

5,498

Qwest Capital Funding, Inc.:

5.875% 8/3/04

Baa3

2,245

1,912

7.75% 8/15/06

Baa3

10,865

9,239

Reed Elsevier Capital, Inc.:

6.125% 8/1/06

A3

1,550

1,561

6.75% 8/1/11

A3

3,645

3,685

Sears Roebuck Acceptance Corp. 6.7% 4/15/12

A3

5,200

5,121

Sprint Capital Corp.:

5.875% 5/1/04

Baa2

290

277

6.875% 11/15/28

Baa2

13,930

11,111

7.125% 1/30/06

Baa2

2,800

2,692

8.375% 3/15/12 (c)

Baa2

2,850

2,814

8.75% 3/15/32 (c)

Baa2

6,760

6,557

TCI Communications Financing III 9.65% 3/31/27

A3

2,500

2,683

Trizec Finance Ltd. yankee 10.875% 10/15/05

Baa3

1,385

1,413

Nonconvertible Bonds - continued

Moody's Ratings
(unaudited) (a)

Principal
Amount (000s)

Value (Note 1)
(000s)

FINANCIALS - continued

Diversified Financials - continued

TXU Eastern Funding yankee:

6.15% 5/15/02

Baa1

$ 8,000

$ 8,029

6.75% 5/15/09

Baa1

4,200

4,046

UBS Preferred Funding Trust 1 8.622% 12/29/49

Aa2

4,400

4,861

278,854

Insurance - 0.3%

Executive Risk Capital Trust 8.675% 2/1/27

Baa3

1,750

1,773

MetLife, Inc. 6.125% 12/1/11

A1

3,625

3,551

St. Paul Companies, Inc. 5.75% 3/15/07

A2

2,145

2,129

7,453

Real Estate - 1.8%

Cabot Industrial Property LP 7.125% 5/1/04

Baa2

2,280

2,314

CenterPoint Properties Trust 6.75% 4/1/05

Baa2

1,100

1,109

Duke Realty LP 7.3% 6/30/03

Baa1

4,000

4,139

EOP Operating LP:

6.5% 1/15/04

Baa1

2,255

2,312

6.625% 2/15/05

Baa1

10,010

10,220

6.75% 2/15/08

Baa1

6,270

6,272

7.75% 11/15/07

Baa1

1,785

1,886

ERP Operating LP 7.1% 6/23/04

Baa1

4,000

4,147

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

Baa3

7,300

7,482

Merry Land & Investment Co., Inc. 7.25% 6/15/05

Baa1

3,150

3,247

ProLogis Trust 6.7% 4/15/04

Baa1

970

989

Regency Centers LP 6.75% 1/15/12

Baa2

5,280

5,154

49,271

TOTAL FINANCIALS

429,305

INDUSTRIALS - 1.8%

Aerospace & Defense - 0.4%

Lockheed Martin Corp. 8.2% 12/1/09

Baa2

3,000

3,303

Raytheon Co.:

5.7% 11/1/03

Baa3

3,400

3,455

7.9% 3/1/03

Baa3

5,395

5,587

12,345

Nonconvertible Bonds - continued

Moody's Ratings
(unaudited) (a)

Principal
Amount (000s)

Value (Note 1)
(000s)

INDUSTRIALS - continued

Airlines - 0.1%

Delta Air Lines, Inc. equipment trust certificate 8.54% 1/2/07

Ba1

$ 1,984

$ 1,845

Machinery - 0.4%

Tyco International Group SA:

6.875% 1/15/29

Baa1

3,000

2,522

yankee 6.75% 2/15/11

Baa1

10,250

9,159

11,681

Road & Rail - 0.9%

Burlington Northern Santa Fe Corp. 6.53% 7/15/37

Baa2

10,000

10,245

CSX Corp. 6.75% 3/15/11

Baa2

6,000

6,016

Norfolk Southern Corp. 7.25% 2/15/31

Baa1

7,400

7,437

23,698

TOTAL INDUSTRIALS

49,569

INFORMATION TECHNOLOGY - 0.6%

Communications Equipment - 0.2%

Motorola, Inc. 8% 11/1/11

A3

5,355

5,404

Computers & Peripherals - 0.2%

Compaq Computer Corp. 7.45% 8/1/02

Baa2

5,860

5,913

Internet Software & Services - 0.2%

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

Baa2

5,800

5,718

TOTAL INFORMATION TECHNOLOGY

17,035

MATERIALS - 0.3%

Paper & Forest Products - 0.3%

Weyerhaeuser Co.:

6.125% 3/15/07 (c)

Baa2

4,300

4,263

7.375% 3/15/32 (c)

Baa2

3,500

3,327

7,590

TELECOMMUNICATION SERVICES - 4.1%

Diversified Telecommunication Services - 3.0%

AT&T Corp.:

6.5% 3/15/29

A3

14,095

11,643

7.3% 11/15/11 (c)

A3

2,105

2,033

British Telecommunications PLC:

8.375% 12/15/10

Baa1

6,800

7,363

Nonconvertible Bonds - continued

Moody's Ratings
(unaudited) (a)

Principal
Amount (000s)

Value (Note 1)
(000s)

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

British Telecommunications PLC: - continued

8.875% 12/15/30

Baa1

$ 3,980

$ 4,524

Cable & Wireless Optus Finance Property Ltd.:

8% 6/22/10 (c)

A2

6,600

7,053

8.125% 6/15/09 (c)

A2

4,000

4,236

Citizens Communications Co. 8.5% 5/15/06

Baa2

3,785

3,940

GTE Corp. 7.83% 5/1/23

A2

1,000

996

Koninklijke KPN NV yankee 8% 10/1/10

Baa3

6,200

6,302

Telecomunicaciones de Puerto Rico, Inc. 6.65% 5/15/06

Baa1

3,075

3,045

Telefonos de Mexico SA de CV 8.25% 1/26/06

Baa1

8,500

8,936

Teleglobe Canada, Inc. yankee:

7.2% 7/20/09

Baa3

8,440

3,798

7.7% 7/20/29

Baa3

2,611

1,097

TELUS Corp. yankee 7.5% 6/1/07

Baa2

11,265

11,495

Verizon New York, Inc. 6.875% 4/1/12

A1

6,050

6,030

82,491

Wireless Telecommunication Services - 1.1%

AT&T Wireless Services, Inc.:

7.875% 3/1/11

Baa2

5,000

4,978

8.75% 3/1/31

Baa2

8,345

8,571

Cingular Wireless LLC:

5.625% 12/15/06 (c)

A3

6,800

6,646

6.5% 12/15/11 (c)

A3

4,755

4,599

7.125% 12/15/31 (c)

A3

4,000

3,795

28,589

TOTAL TELECOMMUNICATION SERVICES

111,080

UTILITIES - 3.3%

Electric Utilities - 1.8%

Avon Energy Partners Holdings:

6.46% 3/4/08 (c)

Baa2

3,200

3,024

7.05% 12/11/07 (c)

Baa2

6,000

5,876

Constellation Energy Group, Inc.:

6.35% 4/1/07

Baa1

4,790

4,763

7% 4/1/12

Baa1

3,105

3,065

DR Investments UK PLC yankee 7.1% 5/15/02 (c)

A3

2,000

2,009

Nonconvertible Bonds - continued

Moody's Ratings
(unaudited) (a)

Principal
Amount (000s)

Value (Note 1)
(000s)

UTILITIES - continued

Electric Utilities - continued

FirstEnergy Corp.:

5.5% 11/15/06

Baa2

$ 4,500

$ 4,237

6.45% 11/15/11

Baa2

3,850

3,568

Hydro-Quebec:

6.3% 5/11/11

A1

15,500

15,573

yankee 8% 2/1/13

A1

250

281

Illinois Power Co. 7.5% 6/15/09

Baa2

4,800

4,849

Israel Electric Corp. Ltd. 7.75% 12/15/27 (c)

A3

2,445

2,147

Texas Utilities Co. 6.375% 1/1/08

Baa3

1,065

1,039

50,431

Gas Utilities - 0.9%

Consolidated Natural Gas Co. 6.85% 4/15/11

A3

1,200

1,192

El Paso Energy Corp. 7.75% 1/15/32

Baa2

3,160

3,064

KeySpan Corp.:

7.25% 11/15/05

A3

3,390

3,562

7.625% 11/15/10

A3

2,500

2,685

Kinder Morgan Energy Partners LP 7.125% 3/15/12

Baa1

3,080

3,025

Ras Laffan Liquid Natural Gas Co. Ltd. yankee 8.294% 3/15/14 (c)

Baa2

5,200

5,286

Reliant Energy Resources Corp. 8.125% 7/15/05

Baa2

3,000

3,084

Sempra Energy 7.95% 3/1/10

A2

1,650

1,685

23,583

Multi-Utilities - 0.6%

Williams Companies, Inc.:

7.125% 9/1/11

Baa2

12,220

11,598

7.5% 1/15/31

Baa2

2,010

1,811

8.125% 3/15/12 (c)

Baa2

2,600

2,626

16,035

TOTAL UTILITIES

90,049

TOTAL NONCONVERTIBLE BONDS

(Cost $835,603)

828,991

U.S. Government and Government Agency Obligations - 19.3%

Moody's Ratings
(unaudited) (a)

Principal
Amount (000s)

Value (Note 1)
(000s)

U.S. Government Agency Obligations - 5.0%

Fannie Mae:

4% 11/17/06

Aaa

$ 16,700

$ 15,791

5.25% 6/15/06

Aaa

5,145

5,169

5.5% 5/2/06

Aa2

7,740

7,790

6% 1/18/12

Aaa

17,800

17,681

6.25% 2/1/11

Aa2

3,210

3,200

7.125% 6/15/10

Aaa

6,070

6,524

7.25% 1/15/10

Aaa

14,600

15,868

7.25% 5/15/30

Aaa

5,544

6,040

Federal Home Loan Bank 7.25% 5/15/03

Aaa

9,370

9,788

Financing Corp. - coupon STRIPS 0% 3/26/04

Aaa

5,606

5,159

Freddie Mac:

5.875% 3/21/11

Aa2

15,425

14,976

6.25% 7/15/32

Aaa

8,688

8,297

6.75% 3/15/31

Aaa

20,565

21,097

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

137,380

U.S. Treasury Obligations - 14.3%

U.S. Treasury Bonds:

6.125% 8/15/29

Aaa

48,990

49,895

9.875% 11/15/15

Aaa

4,860

6,670

11.25% 2/15/15

Aaa

26,500

39,456

U.S. Treasury Notes:

3% 2/29/04 (d)

Aaa

94,000

92,865

3.5% 11/15/06

Aaa

98,470

93,131

4.75% 11/15/08

Aaa

1,000

974

5% 8/15/11

Aaa

65,705

63,511

5.75% 11/15/05

Aaa

3,000

3,118

6.125% 8/15/07

Aaa

17,875

18,782

6.5% 10/15/06

Aaa

5,750

6,128

6.625% 5/15/07

Aaa

14,000

15,025

TOTAL U.S. TREASURY OBLIGATIONS

389,555

TOTAL U.S. GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS

(Cost $533,294)

526,935

U.S. Government Agency - Mortgage Securities - 40.1%

Moody's Ratings
(unaudited) (a)

Principal
Amount (000s)

Value (Note 1)
(000s)

Fannie Mae - 28.3%

5.5% 1/1/09 to 4/1/17

Aaa

$ 49,536

$ 48,427

6% 4/1/13 to 3/1/32

Aaa

104,325

101,552

6% 1/1/32 (d)

Aaa

105

102

6% 3/1/32 (d)

Aaa

209

202

6.5% 12/1/25 to 11/1/31

Aaa

307,645

307,397

6.5% 4/1/32 (d)

Aaa

271,000

269,222

7% 3/1/23 to 5/1/31

Aaa

16,643

17,008

7% 4/1/32 (d)

Aaa

3,308

3,369

7.5% 7/1/25 to 12/1/30

Aaa

20,704

21,565

8% 7/1/13 to 5/1/28

Aaa

5,628

5,955

9.5% 4/1/17 to 12/1/18

Aaa

465

513

TOTAL FANNIE MAE

775,312

Freddie Mac - 0.1%

8.5% 5/1/25 to 8/1/27

Aaa

1,696

1,823

Government National Mortgage Association - 11.7%

6% 10/15/08 to 7/15/29

Aaa

5,122

5,073

6.5% 10/15/27 to 9/15/28

Aaa

12,897

12,902

7% 3/15/24 to 3/15/32

Aaa

287,074

293,046

7% 11/15/31 (d)

Aaa

348

355

7.5% 12/15/05 to 10/15/27

Aaa

6,435

6,768

8.5% 2/15/31 to 4/15/31

Aaa

1,158

1,233

TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

319,377

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $1,098,564)

1,096,512

Asset-Backed Securities - 2.5%

American Express Credit Account Master Trust 6.1% 12/15/06

A1

2,600

2,688

Capital One Master Trust 5.45% 3/16/09

Aaa

7,800

7,856

Chase Manhattan Auto Owner Trust 5.06% 2/15/08

A2

1,575

1,595

Discover Card Master Trust I 5.85%
11/16/04

A2

4,000

4,028

Asset-Backed Securities - continued

Moody's Ratings
(unaudited) (a)

Principal
Amount (000s)

Value (Note 1)
(000s)

Ford Credit Auto Owner Trust:

5.54% 12/15/05

A1

$ 3,000

$ 3,043

5.71% 9/15/05

A1

1,775

1,811

7.03% 11/15/03

Aaa

424

427

Honda Auto Receivables Owner Trust 5.09% 10/18/06

Aaa

3,525

3,557

JCPenney Master Credit Card Trust 5.5% 6/15/07

Aaa

13,400

13,714

MBNA Credit Card Master Note Trust 2.26% 1/15/09 (e)

A2

24,500

24,500

Sears Credit Account Master Trust II 6.75% 9/16/09

Aaa

6,300

6,617

TOTAL ASSET-BACKED SECURITIES

(Cost $68,760)

69,836

Collateralized Mortgage Obligations - 0.4%

U.S. Government Agency - 0.4%

Freddie Mac REMIC planned amortization class Series 1669 Class H, 6.5% 7/15/23
(Cost $9,669)

Aaa

10,000

10,170

Commercial Mortgage Securities - 1.3%

Commercial Resecuritization Trust sequential
pay Series 1999-ABC1 Class A, 6.74% 1/1/09 (c)

Aaa

4,930

4,979

CS First Boston Mortgage Securities Corp.:

sequential pay Series 2000-C1 Class A2, 7.545% 4/15/62

AAA

3,100

3,342

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

1,590

1,595

DLJ Commercial Mortgage Corp. sequential
pay Series 2000-CF1 Class A1B, 7.62% 5/10/10

Aaa

8,000

8,639

Equitable Life Assurance Society of the United States Series 174:

Class B1, 7.33% 5/15/06 (c)

Aa2

1,000

1,045

Class C1, 7.52% 5/15/06 (c)

A2

1,000

1,045

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. sequential pay
Series 2000-C3 Class A2, 6.957%
9/15/35

Aaa

6,000

6,173

Commercial Mortgage Securities - continued

Moody's Ratings
(unaudited) (a)

Principal
Amount (000s)

Value (Note 1)
(000s)

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 6.97% 4/13/31 (e)

Baa3

$ 2,000

$ 1,888

Thirteen Affiliates of General Growth Properties, Inc. sequential pay Series 1 Class A2, 6.602% 12/15/10 (c)

Aaa

7,000

7,096

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $34,574)

35,802

Foreign Government and Government Agency Obligations (g) - 1.9%

Chilean Republic 7.125% 1/11/12

Baa1

3,915

4,018

Malaysian Government 7.5% 7/15/11

Baa2

3,325

3,446

New Brunswick Province yankee 7.625% 2/15/13

A1

500

553

Nova Scotia Province 5.75% 2/27/12

A3

5,425

5,234

Ontario Province:

6% 2/21/06

Aa3

4,600

4,728

7% 8/4/05

Aa3

2,000

2,130

Quebec Province:

yankee 7.125% 2/9/24

A1

480

496

7% 1/30/07

A1

4,000

4,235

7.5% 9/15/29

A1

15,480

16,769

Saskatchewan Province yankee 8.5% 7/15/22

A1

300

361

United Mexican States:

7.5% 1/14/12

Baa2

3,400

3,390

8.5% 2/1/06

Baa2

3,325

3,569

9.875% 2/1/10

Baa2

3,000

3,386

TOTAL FOREIGN GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS

(Cost $51,773)

52,315

Supranational Obligations - 0.1%

Corporacion Andina de Fomento 6.875% 3/15/12 (c)
(Cost $3,037)

A2

3,070

3,046

Fixed-Income Funds - 7.3%

Shares

Fidelity Ultra-Short Central Fund (f)
(Cost $202,000)

20,210,020

201,090

Cash Equivalents - 15.5%

Maturity
Amount (000s)

Value (Note 1)
(000s)

Investments in repurchase agreements:

(U.S. Government Obligations), in a joint trading
account at 1.93%, dated 3/28/02 due 4/1/02

$ 422,018

$ 421,928

(U.S. Treasury Obligations), in a joint trading
account at 1.78%, dated 3/29/02 due 4/1/02

1,315

1,315

TOTAL CASH EQUIVALENTS

(Cost $423,243)

423,243

TOTAL INVESTMENT PORTFOLIO - 118.7%

(Cost $3,260,517)

3,247,940

NET OTHER ASSETS - (18.7)%

(512,211)

NET ASSETS - 100%

$ 2,735,729

Legend

(a) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

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

(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 period end, the value of these securities amounted to $100,804,000 or 3.7% of net assets.

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

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

(f) A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(g) For foreign government obligations not individually rated by S&P or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings of the sovereign credit of the issuing government.

Other Information

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

Moody's Ratings

S&P Ratings

Aaa, Aa, A

71.0%

AAA, AA, A

66.5%

Baa

15.2%

BBB

16.9%

Ba

0.5%

BB

0.6%

B

0.0%

B

0.0%

Caa

0.0%

CCC

0.0%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentages are based on the combined long-term debt holdings of the fund and its pro-rata share of the fixed-income central fund.

Purchases and sales of securities, other than short-term securities, aggregated $4,295,647,000 and $3,829,264,000, respectively, of which long-term U.S. government and government agency obligations aggregated $3,769,257,000 and $3,448,632,000, respectively.

The fund participated in the interfund lending program as a lender. The average daily loan balance during the period for which the loan was outstanding amounted to $23,410,000. The weighted average interest rate was 1.90%. Interest earned from the interfund lending program amounted to $1,000 and is included in interest income on the Statement of Operations. At period end there were no interfund loans outstanding.

Income Tax Information

At March 31, 2002, the aggregate cost of investment securities for income tax purposes was $3,261,610,000. Net unrealized depreciation aggregated $13,670,000, of which $25,725,000 related to appreciated investment securities and $39,395,000 related to depreciated investment securities.

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)

March 31, 2002 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $156,057 and repurchase agreements of $423,243) (cost $3,260,517) - See accompanying schedule

$ 3,247,940

Cash

1

Receivable for investments sold

705

Receivable for fund shares sold

5,489

Interest receivable

25,581

Total assets

3,279,716

Liabilities

Payable for investments purchased
Regular delivery

$ 14,103

Delayed delivery

365,528

Payable for fund shares redeemed

3,112

Distributions payable

913

Accrued management fee

1,146

Other payables and accrued expenses

7

Collateral on securities loaned, at value

159,178

Total liabilities

543,987

Net Assets

$ 2,735,729

Net Assets consist of:

Paid in capital

$ 2,741,989

Undistributed net investment income

2,070

Accumulated undistributed net realized gain (loss) on investments

4,247

Net unrealized appreciation (depreciation) on investments

(12,577)

Net Assets, for 265,385 shares outstanding

$ 2,735,729

Net Asset Value, offering price and redemption price per share ($2,735,729÷265,385 shares)

$ 10.31

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 March 31, 2002 (Unaudited)

Investment Income

Interest

$ 71,836

Security lending

260

Total income

72,096

Expenses

Management fee

$ 7,945

Non-interested trustees' compensation

2

Total expenses before reductions

7,947

Expense reductions

(1,359)

6,588

Net investment income (loss)

65,508

Realized and Unrealized Gain (Loss)

Net Realized Gain (Loss) on Investment securities

18,967

Change in net unrealized appreciation (depreciation) on:

Investment securities

(85,870)

Delayed delivery commitments

109

Total change in net unrealized
appreciation (depreciation)

(85,761)

Net gain (loss)

(66,794)

Net increase (decrease) in net assets resulting from operations

$ (1,286)

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 March 31, 2002 (Unaudited)

Year ended
September 30,
2001

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 65,508

$ 124,660

Net realized gain (loss)

18,967

38,677

Change in net unrealized appreciation
(depreciation)

(85,761)

91,763

Net increase (decrease) in net assets resulting
from operations

(1,286)

255,100

Distributions to shareholders from net investment income

(63,825)

(126,822)

Distributions to shareholders from net realized gain

(15,551)

-

Total distributions

(79,376)

(126,822)

Share transactions
Net proceeds from sales of shares

917,359

1,222,841

Reinvestment of distributions

72,333

114,665

Cost of shares redeemed

(613,920)

(859,915)

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

375,772

477,591

Total increase (decrease) in net assets

295,110

605,869

Net Assets

Beginning of period

2,440,619

1,834,750

End of period (including undistributed net investment income of $2,070 and undistributed net investment income of $387, respectively)

$ 2,735,729

$ 2,440,619

Other Information

Shares

Sold

87,177

118,232

Issued in reinvestment of distributions

6,888

11,102

Redeemed

(58,453)

(83,067)

Net increase (decrease)

35,612

46,267

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

Semiannual Report

Financial Highlights

Six months
ended
March 31, 2002

Years ended September 30,

(Unaudited)

2001

2000

1999

1998

1997

Selected Per-Share Data

Net asset value, beginning of period

$ 10.620

$ 10.000

$ 10.010

$ 10.700

$ 10.250

$ 9.980

Income from Investment Operations

Net investment income (loss) D

.260 F

.618

.640

.620

.634

.640

Net realized and unrealized gain (loss)

(.255) F

.634

(.005)

(.610)

.453

.273

Total from investment operations

.005

1.252

.635

.010

1.087

.913

Distributions from net investment income

(.254)

(.632)

(.645)

(.620)

(.637)

(.643)

Distributions from net realized gain

(.061)

-

-

(.022)

-

-

Distributions in excess of net realized gain

-

-

-

(.058)

-

-

Total distributions

(.315)

(.632)

(.645)

(.700)

(.637)

(.643)

Net asset value, end of period

$ 10.310

$ 10.620

$ 10.000

$ 10.010

$ 10.700

$ 10.250

Total ReturnB, C

0.03%

12.89%

6.63%

0.10%

10.95%

9.43%

Ratios to Average Net Assets E

Expenses before expense reductions

.60% A

.60%

.60%

.60%

.63%

.65%

Expenses net of
voluntary waivers,
if any

.50% A

.50%

.50%

.47%

.38%

.48%

Expenses net of all
reductions

.50% A

.50%

.50%

.47%

.38%

.48%

Net investment income (loss)

4.97% A, F

6.02%

6.50%

6.04%

6.11%

6.36%

Supplemental Data

Net assets, end of
period (in millions)

$ 2,736

$ 2,441

$ 1,835

$ 1,638

$ 1,220

$ 551

Portfolio turnover rate

314% A

223%

122%

148%

222%

194%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

F Effective October 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The effect of this change during the period was to decrease net investment income per share by $.001 and increase net realized and unrealized gain (loss) per share by $.001. Without this change the ratio of net investment income to average net assets would have been 4.99%. Per share data, ratios and supplemental data for prior periods have not been restated to reflect this change.

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

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2002 (Unaudited)

1. Significant Accounting Policies.

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

Security Valuation. Net asset value per share is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Securities are valued based upon a computerized matrix system and/or appraisals by a pricing service, both of which consider market transactions and dealer-supplied valuations. Securities (including restricted securities) for which quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

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

Investment Income. Interest income, which includes amortization of premium and accretion of discount on debt securities, as required, is accrued as earned.

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

Distributions to Shareholders. Distributions are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date.

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments for market discount, capital loss carryforwards and losses deferred due to wash sales, futures transactions and excise tax regulations.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Distributions to Shareholders - continued

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

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

Change in Accounting Principle. Effective October 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities, as required. The cumulative effect of this accounting change had no impact on total net assets of the fund, but resulted in a $1,030,000 decrease to the cost of securities held and a corresponding decrease to accumulated net undistributed realized gain (loss), based on securities held by the fund on October 1, 2001.

The effect of this change during the period, was to decrease net investment income by $271,000; increase net unrealized appreciation/depreciation by $741,000; and decrease net realized gain (loss) by $470,000. The Statement of Changes in Net Assets and Financial Highlights for prior periods have not been restated to reflect this change in presentation.

2. Operating Policies.

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

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

Delayed Delivery Transactions and When-Issued Securities. The fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding,

Semiannual Report

2. Operating Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

the contract is "marked to market" daily and equivalent deliverable securities are held for the transaction. The values of the securities purchased on a delayed delivery or when-issued basis are identified as such in the fund's Schedule of Investments. The fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract, or if the issuer does not issue the securities due to political, economic, or other factors.

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

3. Purchases and Sales of Investments.

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

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee of .60% of the fund's average net assets. FMR pays all other expenses, except the compensation of the non-interested Trustees and certain exceptions such as interest expense. The management fee paid to FMR by the fund is reduced by an amount equal to the fees and expenses paid by the fund to the non-interested Trustees.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $2,893,000 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating funds. Information regarding the fund's participation in the program is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

5. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities.

6. Expense Reductions.

FMR agreed to reimburse the fund to the extent operating expenses exceeded .50% of average net assets. Some expenses, for example interest expense, are excluded from this reimbursement. During the period, this reimbursement reduced the fund's expenses by $1,347,000.

In addition, through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's expenses by $12,000.

Semiannual Report

Managing Your Investments

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

By Phone

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

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

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Fidelity On-line Xpress+®

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

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

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Irvine, CA

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Los Angeles, CA

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Maine

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Boston, MA

25 State Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

416 Belmont Street
Worcester, MA

Semiannual Report

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
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New Jersey

150 Essex Street
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56 South Street
Morristown, NJ

501 Route 17, South
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New York

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999 Walt Whitman Road
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1271 Avenue of the Americas
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350 Park Avenue
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North Carolina

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Ohio

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28699 Chagrin Boulevard
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Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
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1735 Market Street
Philadelphia, PA

12001 Perry Highway
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Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
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Texas

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
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Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
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Wisconsin

595 North Barker Road
Brookfield, WI

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

Semiannual Report

To Write Fidelity

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

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Making Changes
To Your Account

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

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

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For Non-Retirement
Accounts

Buying shares

Fidelity Investments
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Hebron, KY 41048

Selling shares

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

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Fidelity Investments
Attn: Redemptions - CP6I

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

General Correspondence

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

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For Retirement
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Buying shares

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

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Redemptions - CP5L

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

General Correspondence

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

Semiannual Report

Semiannual Report

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Semiannual Report

Investment Adviser

Fidelity Management & Research
Company

Boston, MA

Investment Sub-Advisers

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

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(Far East) Inc.

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Money Management, Inc.

Fidelity Investments Japan Limited

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Boston, MA

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Boston, MA

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The Bank of New York

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Target Timeline® 2003

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