N-CSR 1 main.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-4707

Fidelity Advisor Series II
(Exact name of registrant as specified in charter)

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

Eric D. Roiter, Secretary

82 Devonshire St.

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

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

Date of fiscal year end:

December 31

Date of reporting period:

December 31, 2007

Item 1. Reports to Stockholders

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor
Strategic Income
Fund - Class A, Class T, Class B
and Class C

Annual Report

December 31, 2007

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

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

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

Trustees and Officers

<Click Here>

Distributions

<Click Here>

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

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

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

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

Annual Report

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Many stock and bond markets around the world have been unsettled of late; however, volatility can often lead to opportunity for patient investors. Financial markets are always unpredictable, but there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended December 31, 2007

Past 1
year

Past 5
years

Past 10
years

Class A
(incl. 4.00% sales charge)(dagger)

1.01%

7.78%

6.64%

Class T
(incl. 4.00% sales charge)(dagger)

1.03%

7.74%

6.58%

Class B
(incl. contingent deferred sales charge) A

-0.50%

7.57%

6.53%

Class C
(incl. contingent deferred sales charge) B

3.43%

7.79%

6.19%

A Class B shares' contingent deferred sales charges included in the past one year, past five year and past ten year total return figures are 5%, 2% and 0%, respectively.

B Class C shares' contingent deferred sales charge included in the past one year, past five year and past ten year total return figures are 1%, 0% and 0%, respectively.

(dagger) The current sales charge as of April 1, 2007. Prior to April 1, 2007, the sales charge was 4.75% for Class A, and 3.50% for Class T.

Annual Report

Performance - continued

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Advisor Strategic Income Fund - Class T on December 31, 1997, and the current 4.00% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the Merrill Lynch® U.S. High Yield Master II Constrained Index performed over the same period.



Annual Report

Management's Discussion of Fund Performance

Comments from Derek Young, who became sole Lead Manager of Fidelity® Advisor Strategic Income Fund on September 4, 2007

It was a year of contrasts in the bond markets. Robust global economic growth during the first half of the year ending December 31, 2007, boosted yields and pushed bond prices lower across the fund's four major bond categories. By midyear, however, concerns about a weaker U.S. economy, the subprime-mortgage-related "credit crunch" and the Federal Reserve Board's moves to reduce interest rates sparked a flight to higher-quality fixed-income securities. Against this volatile backdrop, the U.S. government debt market, as represented by the Lehman Brothers® U.S. Government Index, gained 8.66%. The Citigroup® Non-U.S. Group of 7 Index - a gauge of the debt performance of major economies outside the United States - rose 13.05%. Emerging-markets debt results were slightly more muted, as the J.P. Morgan Emerging Markets Bond Index Global rose 6.28%. U.S. high-yield bonds fared worst, with the market's diminishing appetite for risk causing prices to fall, as demonstrated by the anemic 2.53% increase of the Merrill Lynch® U.S. High Yield Master II Constrained Index.

During the past year, the fund's Class A, Class T, Class B and Class C shares returned 5.22%, 5.24%, 4.44% and 4.42%, respectively (excluding sales charges), compared with 6.52% for the Fidelity Strategic Income Composite Index. Each of the four debt categories had positive absolute returns, and a defensive strategy of underweighting the higher-risk areas of high-yield and emerging-markets debt helped relative results. However, during a highly volatile period in the bond markets, each of the individual subportfolios underperformed its respective benchmark due to sub-par security selection. In the case of the high-yield allocation, that underweighting helped, although the small portion of high-yield assets that was allocated to the Fidelity Floating Rate Central Fund - a group of assets that is better collateralized than high-yield assets but tends to fare less well when interest rates are falling - offset most of the positive effects of that underweighting. On average, the fund maintained more or less neutral weightings in both the U.S. government and developed-markets debt categories, although those weightings were increased as the period progressed in order to impart a greater quality bias to the fund's asset allocation strategy.

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

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2007 to December 31, 2007).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the Fund, as a share-holder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Annual Report

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

Beginning
Account Value
July 1, 2007

Ending
Account Value
December 31, 2007

Expenses Paid
During Period
*
July 1, 2007 to
December 31, 2007

Class A

Actual

$ 1,000.00

$ 1,035.20

$ 5.18

HypotheticalA

$ 1,000.00

$ 1,020.11

$ 5.14

Class T

Actual

$ 1,000.00

$ 1,035.40

$ 5.03

HypotheticalA

$ 1,000.00

$ 1,020.27

$ 4.99

Class B

Actual

$ 1,000.00

$ 1,031.30

$ 8.86

HypotheticalA

$ 1,000.00

$ 1,016.48

$ 8.79

Class C

Actual

$ 1,000.00

$ 1,031.30

$ 9.01

Hypothetical A

$ 1,000.00

$ 1,016.33

$ 8.94

Institutional Class

Actual

$ 1,000.00

$ 1,036.20

$ 3.90

HypotheticalA

$ 1,000.00

$ 1,021.37

$ 3.87

A 5% return per year before expenses

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

Annualized
Expense Ratio

Class A

1.01%

Class T

.98%

Class B

1.73%

Class C

1.76%

Institutional Class

.76%

Annual Report

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

Investment Changes

Top Five Holdings as of December 31, 2007

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

U.S. Treasury Obligations

16.3

12.1

Fannie Mae

11.1

10.3

Freddie Mac

7.8

7.3

German Federal Republic

3.2

0.2

Japan Government

2.5

2.2

40.9

Top Five Market Sectors as of December 31, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

8.1

9.3

Financials

6.4

7.2

Telecommunication Services

4.5

5.4

Information Technology

4.5

4.3

Energy

4.1

4.1

Quality Diversification (% of fund's net assets)

As of December 31, 2007

As of June 30, 2007

U.S. Government and U.S. Government
Agency
Obligations 35.4%

U.S. Government and U.S. Government
Agency
Obligations 29.9%

AAA,AA,A 14.6%

AAA,AA,A 13.7%

BBB 5.3%

BBB 5.0%

BB 14.1%

BB 15.5%

B 17.6%

B 17.7%

CCC,CC,C 5.9%

CCC,CC,C 6.1%

Not Rated 1.6%

Not Rated 4.0%

Equities 0.4%

Equities 0.6%

Short-Term
Investments and
Net Other Assets 5.1%

Short-Term
Investments and
Net Other Assets 7.5%

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

Asset Allocation (% of fund's net assets)

As of December 31, 2007*

As of June 30, 2007**

Preferred Securities 0.8%

Preferred Securities 0.8%

Corporate Bonds 29.5%

Corporate Bonds 30.6%

U.S. Government and U.S. Government
Agency
Obligations 35.4%

U.S. Government and U.S. Government
Agency
Obligations 29.9%

Foreign Government
& Government
Agency
Obligations 18.9%

Foreign Government
& Government
Agency
Obligations 18.9%

Floating Rate Loans 8.7%

Floating Rate Loans 10.3%

Stocks 0.4%

Stocks 0.6%

Other Investments 1.2%

Other Investments 1.4%

Short-Term
Investments and
Net Other Assets 5.1%

Short-Term
Investments and
Net Other Assets 7.5%

* Foreign
investments

30.3%

** Foreign investments

28.5%

* Swaps

4.1%

** Swaps

1.7%

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

Annual Report

Investments December 31, 2007

Showing Percentage of Net Assets

Corporate Bonds - 29.2%

Principal Amount (000s)(d)

Value
(000s)

Convertible Bonds - 0.0%

INFORMATION TECHNOLOGY - 0.0%

Semiconductors & Semiconductor Equipment - 0.0%

ON Semiconductor Corp. 0% 4/15/24

$ 450

$ 488

Nonconvertible Bonds - 29.2%

CONSUMER DISCRETIONARY - 4.7%

Auto Components - 0.1%

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

2,950

2,596

Visteon Corp. 7% 3/10/14

4,185

3,139

5,735

Automobiles - 0.3%

DaimlerChrysler NA Holding Corp. 4.375% 3/16/10

EUR

1,350

1,945

General Motors Corp.:

7.125% 7/15/13

5,440

4,719

7.2% 1/15/11

5,440

5,005

8.375% 7/5/33

EUR

1,000

1,132

8.375% 7/15/33

9,880

7,978

20,779

Diversified Consumer Services - 0.1%

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

2,990

2,930

Hotels, Restaurants & Leisure - 1.0%

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

1,800

1,737

Carrols Corp. 9% 1/15/13

4,095

3,716

Gaylord Entertainment Co.:

6.75% 11/15/14

3,690

3,478

8% 11/15/13

920

917

Mandalay Resort Group:

6.375% 12/15/11

4,220

4,157

6.5% 7/31/09

1,995

1,995

MGM Mirage, Inc.:

6% 10/1/09

1,050

1,040

6.625% 7/15/15

1,595

1,491

6.75% 9/1/12

1,310

1,277

6.75% 4/1/13

1,020

984

6.875% 4/1/16

1,935

1,819

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

MGM Mirage, Inc.: - continued

7.5% 6/1/16

$ 1,965

$ 1,936

8.5% 9/15/10

435

450

Mohegan Tribal Gaming Authority 6.875% 2/15/15

2,140

2,012

OSI Restaurant Partners, Inc. 10% 6/15/15 (g)

9,175

6,927

Scientific Games Corp. 6.25% 12/15/12

660

637

Shingle Springs Tribal Gaming Authority 9.375% 6/15/15 (g)

1,540

1,494

Six Flags, Inc.:

8.875% 2/1/10

3,520

2,851

9.625% 6/1/14

1,095

816

9.75% 4/15/13

7,360

5,630

Speedway Motorsports, Inc. 6.75% 6/1/13

3,495

3,443

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

3,328

3,162

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

2,555

2,657

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

5,060

4,984

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

0% 1/15/13 (e)

1,070

717

9% 1/15/12

575

460

Waterford Gaming LLC/Waterford Gaming Finance Corp. 8.625% 9/15/14 (g)

1,430

1,409

62,196

Household Durables - 0.0%

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

2,375

2,423

Leisure Equipment & Products - 0.0%

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

720

657

Media - 2.4%

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

2,610

2,741

Cablemas SA de CV 9.375% 11/15/15 (Reg. S)

5,935

6,380

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

860

813

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

11% 10/1/15

15,983

13,026

11% 10/1/15

1,290

1,032

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

Series B, 10.25% 9/15/10

3,850

3,773

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

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

10.25% 9/15/10

$ 2,720

$ 2,652

CSC Holdings, Inc.:

6.75% 4/15/12

3,075

2,967

7.625% 7/15/18

2,690

2,471

7.875% 2/15/18

4,864

4,481

EchoStar Communications Corp.:

6.375% 10/1/11

3,705

3,677

6.625% 10/1/14

9,095

8,981

7% 10/1/13

3,800

3,895

7.125% 2/1/16

4,615

4,661

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

1,550

1,302

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

1,205

1,253

Lamar Media Corp. 6.625% 8/15/15 (g)

13,230

12,701

Liberty Media Corp.:

8.25% 2/1/30

5,895

5,657

8.5% 7/15/29

13,390

13,115

Livent, Inc. yankee 9.375% 10/15/04 (c)

300

3

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

850

876

PanAmSat Corp.:

6.375% 1/15/08

490

490

9% 8/15/14

4,820

4,844

9% 6/15/16

2,240

2,251

Rainbow National LLC & RNS Co. Corp.:

8.75% 9/1/12 (g)

3,280

3,362

10.375% 9/1/14 (g)

9,610

10,403

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

635

627

The Reader's Digest Association, Inc. 9% 2/15/17 (g)

3,000

2,535

TL Acquisitions, Inc. 10.5% 1/15/15 (g)

21,420

20,563

Videotron Ltee 6.875% 1/15/14

550

535

142,067

Multiline Retail - 0.1%

The Bon-Ton Department Stores, Inc. 10.25% 3/15/14

6,099

4,666

Specialty Retail - 0.5%

AutoNation, Inc. 7.2425% 4/15/13 (j)

1,000

938

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

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

$ 6,135

$ 4,923

Claire's Stores, Inc.:

9.25% 6/1/15 (g)

4,445

3,078

9.625% 6/1/15 pay-in-kind (g)

8,585

5,494

Michaels Stores, Inc.:

0% 11/1/16 (e)

445

249

10% 11/1/14

4,990

4,790

11.375% 11/1/16

12,060

11,216

30,688

Textiles, Apparel & Luxury Goods - 0.2%

Levi Strauss & Co.:

8.875% 4/1/16

7,535

7,309

9.75% 1/15/15

3,880

3,870

11,179

TOTAL CONSUMER DISCRETIONARY

283,320

CONSUMER STAPLES - 0.5%

Beverages - 0.0%

Cerveceria Nacional Dominicana C por A:

16% 3/27/12

150

150

16% 3/27/12 (g)

1,527

1,526

1,676

Food & Staples Retailing - 0.1%

Rite Aid Corp.:

9.375% 12/15/15

2,870

2,361

9.5% 6/15/17

4,310

3,567

5,928

Food Products - 0.3%

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

1,685

1,769

Gruma SA de CV 7.75%

6,460

6,331

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

370

280

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

420

416

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

900

855

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

CONSUMER STAPLES - continued

Food Products - continued

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

$ 3,250

$ 3,023

Smithfield Foods, Inc. 7.75% 7/1/17

2,810

2,719

15,393

Household Products - 0.1%

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

260

226

Procter & Gamble Co. 4.875% 10/24/11

EUR

1,350

1,970

2,196

Personal Products - 0.0%

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

470

461

Tobacco - 0.0%

BAT Holdings BV 4.375% 9/15/14

EUR

1,500

2,035

TOTAL CONSUMER STAPLES

27,689

ENERGY - 3.3%

Energy Equipment & Services - 0.2%

CHC Helicopter Corp. 7.375% 5/1/14

3,185

3,002

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

2,530

2,441

Helix Energy Solutions Group, Inc. 9.5% 1/15/16 (g)

3,970

4,039

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

1,020

1,076

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

1,290

1,595

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

3,290

3,479

15,632

Oil, Gas & Consumable Fuels - 3.1%

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

2,165

2,370

Atlas Pipeline Partners LP 8.125% 12/15/15

4,710

4,663

Berry Petroleum Co. 8.25% 11/1/16

2,930

2,989

Chaparral Energy, Inc.:

8.5% 12/1/15

2,530

2,271

8.875% 2/1/17 (g)

2,070

1,868

Chesapeake Energy Corp.:

6.5% 8/15/17

8,855

8,545

6.875% 11/15/20

7,280

6,989

7% 8/15/14

865

869

7.5% 6/15/14

850

867

7.625% 7/15/13

8,300

8,591

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Colorado Interstate Gas Co. 6.8% 11/15/15

$ 5,320

$ 5,599

Connacher Oil and Gas Ltd. 10.25% 12/15/15 (g)

4,560

4,555

Drummond Co., Inc. 7.375% 2/15/16 (g)

4,000

3,710

Encore Acquisition Co. 6.25% 4/15/14

1,500

1,388

ENI SpA 4.75% 11/14/17

EUR

5,700

7,989

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

570

549

Forest Oil Corp. 8% 12/15/11

480

499

Gaz Capital SA (Luxembourg):

6.58% 10/31/13

GBP

900

1,707

6.605% 2/13/18

EUR

1,200

1,686

Harvest Operations Corp. 7.875% 10/15/11

1,170

1,100

InterNorth, Inc. 9.625% 3/16/06 (c)

935

168

Mariner Energy, Inc. 8% 5/15/17

1,420

1,353

Massey Energy Co. 6.875% 12/15/13

6,330

5,982

OPTI Canada, Inc. 7.875% 12/15/14 (g)

5,250

5,139

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

4,240

4,176

Peabody Energy Corp.:

7.375% 11/1/16

5,640

5,753

7.875% 11/1/26

5,640

5,725

Pemex Project Funding Master Trust:

5.5% 2/24/25 (g)

EUR

750

1,031

5.75% 3/1/18 (g)

1,835

1,829

6.625% 6/15/35

4,470

4,660

6.625% 6/15/35 (g)

1,320

1,378

Petrohawk Energy Corp. 9.125% 7/15/13

6,000

6,315

Petroleos de Venezuela SA:

5.25% 4/12/17

13,610

9,711

5.375% 4/12/27

14,640

8,930

Petrozuata Finance, Inc.:

7.63% 4/1/09 (g)

6,378

6,394

8.22% 4/1/17 (g)

6,748

7,018

Range Resources Corp. 7.375% 7/15/13

2,190

2,234

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

7,015

7,120

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

1,560

1,505

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

1,220

1,177

Tennessee Gas Pipeline Co.:

7% 10/15/28

550

568

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Tennessee Gas Pipeline Co.: - continued

7.5% 4/1/17

$ 7,600

$ 8,321

7.625% 4/1/37

1,035

1,148

8.375% 6/15/32

1,155

1,338

TNK-BP Finance SA 6.875% 7/18/11 (g)

4,425

4,375

Transcontinental Gas Pipe Line Corp.:

7% 8/15/11

330

347

8.875% 7/15/12

1,455

1,655

Venoco, Inc. 8.75% 12/15/11

1,470

1,455

W&T Offshore, Inc. 8.25% 6/15/14 (g)

5,300

4,982

YPF SA 10% 11/2/28

4,335

4,834

185,425

TOTAL ENERGY

201,057

FINANCIALS - 5.8%

Capital Markets - 0.2%

Lehman Brothers Holdings, Inc. 5.375% 10/17/12

EUR

1,800

2,500

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

EUR

800

1,065

Morgan Stanley 4.953% 7/20/12 (j)

EUR

2,880

3,992

Nuveen Investments, Inc. 10.5% 11/15/15 (g)

5,620

5,564

13,121

Commercial Banks - 1.5%

Alliance & Leicester PLC 4.25% 12/30/08

GBP

1,250

2,409

Banca Popolare di Bergamo 8.364% (j)

EUR

1,000

1,553

Banca Popolare di Lodi Investor Trust III 6.742% (j)

EUR

1,300

1,800

Bancaja Emisiones SA 4.625% (j)

EUR

1,725

1,922

Banco de Credito Del Peru 7.17% 10/15/22 (g)(j)

PEN

7,418

2,499

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

EUR

1,150

1,577

Caja Madrid SA 4.929% 10/17/16 (j)

EUR

1,500

2,135

City of Kiev 8.75% 8/8/08 (Issued by Dresdner Bank AG for City of Kiev)

1,915

1,932

Credit Agricole SA 4.785% 9/30/08 (j)

EUR

1,000

1,459

Development Bank of Philippines 8.375% (j)

5,155

5,361

DnB NOR Bank ASA 4.9314% 8/11/09 (j)

CAD

1,500

1,514

Eksportfinans AS 4.375% 9/20/10

EUR

3,900

5,663

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Commercial Banks - continued

EXIM of Ukraine 7.75% 9/23/09 (Issued by Dresdner Bank AG for EXIM Ukraine)

$ 2,185

$ 2,212

Export-Import Bank of India 1.5081% 6/7/12 (j)

JPY

320,000

2,858

HBOS Treasury Services PLC 5.0171% 1/19/10 (j)

CAD

1,500

1,513

Intesa Sanpaolo SpA 6.375% 11/12/17 (j)

GBP

1,500

2,926

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

EUR

1,500

1,896

Korea Development Bank (Reg.) 0.87% 6/28/10

JPY

600,000

5,278

Kyivstar GSM:

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

3,260

3,252

10.375% 8/17/09 (Issued by Dresdner Bank AG for Kyivstar GSM) (g)

7,090

7,445

10.375% 8/17/09 (Issued by Dresdner Bank AG for Kyivstar GSM)

300

315

Natixis SA 4.876% 1/26/17 (j)

EUR

1,100

1,520

Rabobank Nederland 4.125% 4/4/12

EUR

10,000

14,289

Russian Standard Finance SA 6.825% 9/16/09

EUR

1,250

1,679

Santander Finance Preferred SA Unipersonal 7.005% (j)

GBP

800

1,553

Santander Issuances SA Unipersonal 5.75% 1/31/18 (j)

GBP

800

1,543

Standard Chartered Bank:

3.625% 2/3/17 (f)

EUR

385

515

5.065% 3/28/18 (j)

EUR

1,250

1,738

Sumitomo Mitsui Banking Corp. 1.8738% (j)

JPY

100,000

901

Vimpel Communications:

8% 2/11/10 (Issued by UBS Luxembourg SA for Vimpel Communications)

4,111

4,157

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

1,830

1,899

87,313

Consumer Finance - 0.7%

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

1,420

1,367

Ford Credit Europe PLC 5.765% 9/30/09 (j)

EUR

1,500

1,948

Ford Motor Credit Co. LLC:

5.8% 1/12/09

485

460

7.375% 10/28/09

2,085

1,962

7.875% 6/15/10

2,770

2,556

9.875% 8/10/11

7,610

7,198

GE Capital European Funding 4.75% 9/28/12

EUR

2,050

2,949

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Consumer Finance - continued

General Motors Acceptance Corp.:

6.875% 9/15/11

$ 5,190

$ 4,412

6.875% 8/28/12

6,460

5,413

HSBC Finance Corp. 4.875% 5/30/17

EUR

2,450

3,315

SLM Corp.:

5.098% 6/15/09 (j)

EUR

550

767

5.148% 12/15/10 (j)

EUR

1,100

1,512

Toyota Motor Credit Corp. 5.25% 12/10/10

GBP

4,350

8,627

42,486

Diversified Financial Services - 2.1%

AB Svensk Exportkredit 4.5% 6/7/10

EUR

3,750

5,473

BA Covered Bond 4.125% 4/5/12

EUR

5,650

8,014

Banca Italease SpA 4.803% 2/2/10 (j)

EUR

3,000

4,145

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

CAD

16,600

16,869

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

4,520

4,339

CEMEX Finance Europe BV 4.75% 3/5/14

EUR

1,250

1,626

Dexia Municipal Agency 4.5% 11/13/17

EUR

11,150

15,962

Ex-Im Ukraine 7.65% 9/7/11 (Issued by Credit Suisse London Branch for Ex-Im Ukraine)

7,185

7,240

GE Capital UK Funding 5.875% 11/1/12

GBP

8,500

17,098

Getin Finance PLC 6.589% 5/13/09 (j)

EUR

650

909

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

2,056

1,915

Hyundai Capital Services, Inc. 1.6% 3/14/08

JPY

300,000

2,690

IFIL Finanziaria di Partecipazioni SpA 5.375% 6/12/17

EUR

1,450

1,987

Imperial Tobacco Finance 4.375% 11/22/13

EUR

900

1,204

KAR Holdings, Inc.:

8.75% 5/1/14 (g)

1,990

1,846

10% 5/1/15 (g)

2,100

1,880

NCO Group, Inc. 11.875% 11/15/14

2,930

2,725

OAO TMK 8.5% 9/29/09 (Issued by TMK Capital SA for OAO TMK)

15,300

15,453

Pakistan International Sukuk Co. Ltd. 7.5703% 1/27/10 (j)

4,110

3,905

Red Arrow International Leasing PLC 8.375% 3/31/12

RUB

33,216

1,366

ROSBANK (OJSC JSCB) 8% 9/30/09 (Issued by Dali Capital PLC for ROSBANK (OJSC JSCB))

RUB

26,200

1,045

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financial Services - continued

TransCapitalInvest Ltd. (Reg. S) 5.381% 6/27/12

EUR

1,400

$ 1,997

WaMu Covered Bond Program 4.375% 5/19/14

EUR

3,900

5,387

125,075

Insurance - 0.2%

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

GBP

1,000

1,851

Eureko BV 5.125% (j)

EUR

1,500

2,019

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

EUR

1,200

1,561

Groupama SA 6.298% (j)

EUR

850

1,162

Muenchener Rueckversicherungs-Gesellschaft AG 5.767% (j)

EUR

1,800

2,411

Novae Group plc 8.375% 4/27/17 (j)

GBP

450

913

Old Mutual plc 4.5% 1/18/17 (j)

EUR

1,000

1,363

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

EUR

800

1,100

12,380

Real Estate Investment Trusts - 0.3%

BF Saul REIT 7.5% 3/1/14

3,400

3,188

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

6,640

6,109

Senior Housing Properties Trust 7.875% 4/15/15

6,211

6,397

15,694

Real Estate Management & Development - 0.7%

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

7.125% 2/15/13

3,265

3,045

8.125% 6/1/12

2,590

2,512

Inversiones y Representaciones SA 8.5% 2/2/17 (g)

5,580

4,743

Realogy Corp.:

10.5% 4/15/14 (g)

23,690

18,004

11% 4/15/14 pay-in-kind (g)

17,145

12,173

12.375% 4/15/15 (g)

2,075

1,349

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

EUR

1,250

1,647

43,473

Thrifts & Mortgage Finance - 0.1%

Compagnie de Financement Foncier 4.625% 9/23/17

EUR

5,900

8,516

TOTAL FINANCIALS

348,058

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

HEALTH CARE - 1.3%

Health Care Equipment & Supplies - 0.1%

Bausch & Lomb, Inc. 9.875% 11/1/15 (g)

$ 2,130

$ 2,157

Invacare Corp. 9.75% 2/15/15

1,530

1,549

3,706

Health Care Providers & Services - 1.1%

Cardinal Health, Inc. 9.5% 4/15/15 pay-in-kind (g)

5,520

5,078

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

1,880

1,936

DaVita, Inc. 6.625% 3/15/13

530

525

Fresenius Medical Care Capital Trust IV 7.875% 6/15/11

1,000

1,038

HCA, Inc.:

9.125% 11/15/14

5,745

5,968

9.25% 11/15/16

10,235

10,747

9.625% 11/15/16 pay-in-kind

10,995

11,655

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

1,355

1,294

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

3,652

3,908

Sun Healthcare Group, Inc. 9.125% 4/15/15

310

312

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

3,040

3,162

Tenet Healthcare Corp.:

9.25% 2/1/15

5,795

5,389

9.875% 7/1/14

5,330

5,090

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

1,300

1,274

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

585

433

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

7,390

7,113

64,922

Life Sciences Tools & Services - 0.0%

Bio-Rad Laboratories, Inc. 7.5% 8/15/13

1,770

1,788

Pharmaceuticals - 0.1%

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

1,585

1,490

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

1,885

1,282

Schering-Plough Corp. 5.375% 10/1/14

EUR

2,190

3,129

5,901

TOTAL HEALTH CARE

76,317

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

INDUSTRIALS - 1.9%

Aerospace & Defense - 0.1%

Alion Science & Technology Corp. 10.25% 2/1/15

$ 800

$ 676

Hexcel Corp. 6.75% 2/1/15

2,350

2,256

Orbimage Holdings, Inc. 14.88% 7/1/12 (j)

1,720

1,858

4,790

Airlines - 0.3%

Continental Airlines, Inc. 6.903% 4/19/22

820

726

Delta Air Lines, Inc.:

7.9% 12/15/09 (a)

16,400

738

10% 8/15/08 (a)

1,255

56

Delta Air Lines, Inc. pass thru trust certificates:

6.821% 8/10/22 (g)

10,185

10,264

8.021% 8/10/22 (g)

5,155

5,039

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

1,895

57

Northwest Airlines, Inc.:

7.875% 3/15/08 (a)

1,365

34

8.875% 6/1/06 (a)

1,355

41

Northwest Airlines, Inc. pass thru trust certificates:

7.027% 11/1/19

2,295

2,203

8.028% 11/1/17

1,080

1,048

20,206

Building Products - 0.1%

Compagnie de St. Gobain 5.004% 4/11/12 (j)

EUR

1,250

1,762

NTK Holdings, Inc. 0% 3/1/14 (e)

6,210

3,695

5,457

Commercial Services & Supplies - 0.4%

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

160

154

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

2,255

2,097

Allied Waste North America, Inc.:

6.5% 11/15/10

830

826

7.125% 5/15/16

5,645

5,603

Browning-Ferris Industries, Inc.:

7.4% 9/15/35

3,085

2,838

9.25% 5/1/21

680

683

FTI Consulting, Inc.:

7.625% 6/15/13

720

734

7.75% 10/1/16

1,390

1,449

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Commercial Services & Supplies - continued

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

$ 680

$ 673

West Corp. 9.5% 10/15/14

8,620

8,469

23,526

Construction & Engineering - 0.0%

Blount, Inc. 8.875% 8/1/12

1,250

1,253

Obrascon Huarte Lain SA 5% 5/18/12

EUR

1,250

1,748

3,001

Electrical Equipment - 0.0%

Coleman Cable, Inc. 9.875% 10/1/12

1,040

978

General Cable Corp. 7.125% 4/1/17

680

668

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

900

880

2,526

Industrial Conglomerates - 0.1%

Hutchison Whampoa Finance 06 Ltd. 4.625% 9/21/16

EUR

2,500

3,339

Siemens Financieringsmaatschap NV 6.125% 9/14/66 (j)

GBP

1,075

2,006

5,345

Machinery - 0.3%

Chart Industries, Inc. 9.125% 10/15/15

1,160

1,183

Cummins, Inc. 7.125% 3/1/28

2,250

2,323

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

56

59

RBS Global, Inc. / Rexnord Corp.:

8.875% 9/1/16

800

768

9.5% 8/1/14

6,075

6,014

11.75% 8/1/16

5,160

5,121

15,468

Marine - 0.2%

CMA CGM SA (Reg. S) 5.5% 5/16/12

EUR

875

1,157

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

4,460

4,583

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

1,795

1,705

US Shipping Partners LP 13% 8/15/14

3,185

3,121

10,566

Road & Rail - 0.2%

Kansas City Southern de Mexico, SA de CV:

7.375% 6/1/14 (g)

1,670

1,660

7.625% 12/1/13

1,700

1,658

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Road & Rail - continued

Kansas City Southern Railway Co.:

7.5% 6/15/09

$ 3,165

$ 3,165

9.5% 10/1/08

1,350

1,380

TFM SA de CV 9.375% 5/1/12

6,450

6,740

14,603

Trading Companies & Distributors - 0.2%

Glencore Finance (Europe) SA:

5.375% 9/30/11

EUR

800

1,156

6.5% 2/27/19

GBP

600

1,148

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

1,515

1,386

VWR Funding, Inc. 10.25% 7/15/15 (g)

7,550

7,173

10,863

TOTAL INDUSTRIALS

116,351

INFORMATION TECHNOLOGY - 3.3%

Communications Equipment - 0.6%

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

6,290

6,337

Lucent Technologies, Inc.:

6.45% 3/15/29

17,840

14,629

6.5% 1/15/28

6,810

5,584

Nortel Networks Corp.:

9.4925% 7/15/11 (g)(j)

3,760

3,647

10.125% 7/15/13 (g)

3,730

3,879

10.75% 7/15/16 (g)

3,760

3,948

38,024

Electronic Equipment & Instruments - 0.2%

NXP BV 9.5% 10/15/15

5,150

4,712

Texas Competitive Electric Holdings Co. LLC Series A 10.25% 11/1/15 (g)

9,085

8,994

13,706

IT Services - 0.8%

Ceridian Corp.:

11.25% 11/15/15 (g)

5,030

4,672

12.25% 11/15/15 pay-in-kind (g)

6,750

6,303

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

INFORMATION TECHNOLOGY - continued

IT Services - continued

Iron Mountain, Inc.:

6.625% 1/1/16

$ 10,955

$ 10,435

7.75% 1/15/15

4,830

4,878

8.25% 7/1/11

535

532

8.625% 4/1/13

2,900

2,936

8.75% 7/15/18

5,160

5,431

SunGard Data Systems, Inc.:

9.125% 8/15/13

5,280

5,359

10.25% 8/15/15

3,620

3,715

44,261

Office Electronics - 0.4%

Xerox Capital Trust I 8% 2/1/27

4,585

4,562

Xerox Corp.:

6.4% 3/15/16

8,000

8,159

7.625% 6/15/13

12,010

12,611

25,332

Semiconductors & Semiconductor Equipment - 1.3%

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

8,085

8,125

ASML Holding NV 5.75% 6/13/17

EUR

2,000

2,597

Avago Technologies Finance Ltd.:

10.6238% 6/1/13 (j)

902

916

11.875% 12/1/15

8,045

8,588

Freescale Semiconductor, Inc.:

8.875% 12/15/14

12,640

11,281

9.125% 12/15/14 pay-in-kind

34,460

29,377

10.125% 12/15/16

9,275

7,629

MagnaChip Semiconductor SA/MagnaChip Semiconductor Finance Co. 8.2406% 12/15/11 (j)

735

639

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

2,100

1,617

Viasystems, Inc. 10.5% 1/15/11

4,065

4,085

74,854

Software - 0.0%

Open Solutions, Inc. 9.75% 2/1/15 (g)

870

792

TOTAL INFORMATION TECHNOLOGY

196,969

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

MATERIALS - 2.6%

Chemicals - 0.6%

America Rock Salt Co. LLC 9.5% 3/15/14

$ 3,940

$ 4,019

Bayer AG:

4.867% 4/10/10 (j)

EUR

1,250

1,811

5.625% 5/23/18

GBP

750

1,435

Huntsman LLC 11.625% 10/15/10

466

494

JohnsonDiversey Holdings, Inc. 10.67% 5/15/13

6,095

6,186

MacDermid, Inc. 9.5% 4/15/17 (g)

500

465

Momentive Performance Materials, Inc.:

9.75% 12/1/14 (g)

4,390

4,039

10.125% 12/1/14 pay-in-kind (g)

9,200

8,372

11.5% 12/1/16 (g)

5,920

5,091

SABIC Europe BV 4.5% 11/28/13

EUR

1,250

1,711

Sterling Chemicals, Inc. 10.25% 4/1/15 (g)

1,600

1,624

35,247

Construction Materials - 0.0%

Imerys 5% 4/18/17

EUR

1,450

1,965

Containers & Packaging - 0.5%

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

640

602

BWAY Corp. 10% 10/15/10

1,175

1,163

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

2,530

1,898

Crown Cork & Seal, Inc.:

7.375% 12/15/26

355

330

7.5% 12/15/96

3,685

2,948

8% 4/15/23

2,980

2,861

Owens-Brockway Glass Container, Inc.:

6.75% 12/1/14

895

886

8.25% 5/15/13

3,390

3,441

8.875% 2/15/09

1,029

1,033

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

980

1,068

Vitro SAB de CV:

8.625% 2/1/12

9,060

8,562

9.125% 2/1/17

2,210

2,033

26,825

Metals & Mining - 1.5%

Aleris International, Inc. 9% 12/15/14

2,790

2,330

CAP SA 7.375% 9/15/36 (g)

1,730

1,644

Compass Minerals International, Inc. 0% 6/1/13 (e)

2,260

2,305

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

MATERIALS - continued

Metals & Mining - continued

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

$ 3,915

$ 3,867

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

5,830

6,544

Evraz Group SA (Reg. S) 8.25% 11/10/15

3,675

3,652

Evraz Securities SA 10.875% 8/3/09

6,900

7,254

FMG Finance Property Ltd.:

10% 9/1/13 (g)

3,805

4,181

10.625% 9/1/16 (g)

3,480

4,002

Freeport-McMoRan Copper & Gold, Inc.:

6.875% 2/1/14

4,200

4,295

8.25% 4/1/15

4,070

4,314

8.375% 4/1/17

11,870

12,701

8.3944% 4/1/15 (j)

7,310

7,401

Gerdau AmeriSteel Corp./GUSAP Partners 10.375% 7/15/11

1,335

1,405

Gerdau SA 8.875% (g)

2,590

2,681

GTL Trade Finance, Inc. 7.25% 10/20/17 (g)

2,000

2,000

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

10,550

10,708

Ispat Inland ULC 9.75% 4/1/14

932

1,012

PNA Intermediate Holding Corp. 11.8688% 2/15/13 pay-in-kind (g)(j)

1,680

1,512

RathGibson, Inc. 11.25% 2/15/14

5,905

5,846

Ryerson Tull, Inc. 12.6188% 11/1/14 (g)(j)

410

396

90,050

Paper & Forest Products - 0.0%

Glatfelter 7.125% 5/1/16

550

545

NewPage Corp. 11.1613% 5/1/12 (j)

1,770

1,823

2,368

TOTAL MATERIALS

156,455

TELECOMMUNICATION SERVICES - 3.7%

Diversified Telecommunication Services - 2.6%

Citizens Communications Co.:

7.875% 1/15/27

3,700

3,506

9% 8/15/31

8,370

8,328

Deutsche Telekom International Finance BV 6.625% 7/11/11 (j)

EUR

750

1,138

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Embarq Corp.:

7.082% 6/1/16

$ 1,116

$ 1,150

7.995% 6/1/36

8,910

9,390

France Telecom SA 4.375% 2/21/12

EUR

550

776

Indosat Finance Co. BV 7.75% 11/5/10

2,215

2,215

Intelsat Ltd.:

9.25% 6/15/16

2,240

2,248

11.25% 6/15/16

9,865

10,075

Koninklijke KPN NV 5% 11/13/12

EUR

1,700

2,417

Level 3 Financing, Inc.:

8.75% 2/15/17

8,590

7,409

12.25% 3/15/13

9,580

9,664

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

5,425

5,547

NTL Cable PLC:

8.75% 4/15/14

6,865

6,762

9.125% 8/15/16

3,065

3,027

Qwest Capital Funding, Inc.:

7.625% 8/3/21

370

333

7.75% 2/15/31

370

329

Qwest Corp.:

7.5% 10/1/14

760

770

7.875% 9/1/11

2,980

3,073

8.2406% 6/15/13 (j)

9,470

9,659

8.875% 3/15/12

24,535

26,252

Telecom Egypt SAE 9.672% 2/4/10 (j)

EGP

2,852

537

U.S. West Capital Funding, Inc.:

6.5% 11/15/18

285

241

6.875% 7/15/28

1,855

1,567

U.S. West Communications:

6.875% 9/15/33

27,138

25,035

7.125% 11/15/43

220

202

7.2% 11/10/26

875

814

7.25% 9/15/25

1,780

1,700

7.25% 10/15/35

5,830

5,480

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

U.S. West Communications: - continued

7.5% 6/15/23

$ 1,880

$ 1,800

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

7,315

8,047

159,491

Wireless Telecommunication Services - 1.1%

American Tower Corp. 7.125% 10/15/12

10,745

11,121

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

7,015

7,296

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

6,050

5,944

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

1,880

1,922

MetroPCS Wireless, Inc. 9.25% 11/1/14

5,800

5,467

Millicom International Cellular SA 10% 12/1/13

11,820

12,618

Mobile Telesystems Finance SA:

8.375% 10/14/10 (g)

3,735

3,852

9.75% 1/30/08 (Reg. S)

2,990

2,996

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

3,765

3,313

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

10,245

10,386

64,915

TOTAL TELECOMMUNICATION SERVICES

224,406

UTILITIES - 2.1%

Electric Utilities - 1.1%

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

EUR

1,000

1,376

AES Gener SA 7.5% 3/25/14

3,410

3,572

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

3,255

3,499

Edison Mission Energy:

7.5% 6/15/13

8,960

9,094

7.75% 6/15/16

4,965

5,114

Energy Future Holdings:

10.875% 11/1/17 (g)

14,905

15,017

11.25% 11/1/17 pay-in-kind (g)

7,780

7,838

Intergen NV 9% 6/30/17 (g)

7,670

8,054

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

4,685

4,755

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

UTILITIES - continued

Electric Utilities - continued

Reliant Energy, Inc.:

7.625% 6/15/14

$ 4,630

$ 4,561

7.875% 6/15/17

3,680

3,625

66,505

Gas Utilities - 0.5%

Intergas Finance BV (Reg. S) 6.375% 5/14/17

8,690

7,799

Southern Natural Gas Co.:

7.35% 2/15/31

7,350

7,626

8% 3/1/32

4,170

4,613

Transportadora de Gas del Sur SA 7.875% 5/14/17 (g)

8,215

7,116

27,154

Independent Power Producers & Energy Traders - 0.4%

AES Corp.:

7.75% 10/15/15 (g)

5,430

5,566

8% 10/15/17 (g)

13,560

13,933

Enron Corp.:

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

2,500

469

6.4% 7/15/06 (c)

9,815

1,767

6.625% 11/15/05 (c)

2,200

396

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

684

123

6.75% 8/1/09 (c)

550

99

6.875% 10/15/07 (c)

1,330

239

6.95% 7/15/28 (c)

1,204

217

7.125% 5/15/07 (c)

235

42

7.375% 5/15/19 (c)

1,400

254

7.875% 6/15/03 (c)

235

42

9.125% 4/1/03 (c)

50

9

9.875% 6/5/03 (c)

4,720

850

NRG Energy, Inc.:

7.25% 2/1/14

655

639

7.375% 2/1/16

1,200

1,173

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

1,086

1,059

26,877

Multi-Utilities - 0.1%

Aquila, Inc. 14.875% 7/1/12

1,615

2,027

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

UTILITIES - continued

Multi-Utilities - continued

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

$ 39

$ 42

Veolia Environnement 6.125% 10/29/37

GBP

700

1,417

3,486

TOTAL UTILITIES

124,022

TOTAL NONCONVERTIBLE BONDS

1,754,644

TOTAL CORPORATE BONDS

(Cost $1,781,418)

1,755,132

U.S. Government and Government Agency Obligations - 20.8%

U.S. Government Agency Obligations - 4.5%

Fannie Mae:

5.125% 9/2/08

1,945

1,956

6.625% 9/15/09

62,115

65,192

Federal Home Loan Bank:

4.5% 10/14/08

5,975

5,988

5.8% 9/2/08

1,680

1,696

Freddie Mac:

3.625% 9/15/08

49,805

49,586

4.125% 11/30/09

100,950

101,970

4.75% 11/3/09

32,409

33,076

4.875% 2/17/09

2,851

2,881

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

4,750

5,111

Private Export Funding Corp.:

secured 5.685% 5/15/12

1,285

1,375

4.974% 8/15/13

1,515

1,589

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

951

958

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

271,378

U.S. Treasury Inflation Protected Obligations - 0.7%

U.S. Treasury Inflation-Indexed Notes 2.5% 7/15/16

38,794

41,404

U.S. Government and Government Agency Obligations - continued

Principal Amount (000s)(d)

Value
(000s)

U.S. Treasury Obligations - 15.6%

U.S. Treasury Bonds:

6.125% 8/15/29

$ 105,150

$ 128,636

6.25% 8/15/23

61,500

73,632

stripped principal 0% 11/15/15

6,490

4,719

U.S. Treasury Notes:

3.125% 11/30/09 (h)

161,949

162,049

3.375% 11/30/12 (h)

267,036

266,091

4.25% 8/15/14

51,500

53,250

4.25% 11/15/17

26,000

26,453

4.5% 11/15/15

5,500

5,731

4.5% 5/15/17 (h)

66,135

68,540

4.625% 7/31/12

51,000

53,550

4.75% 5/31/12

12,000

12,665

4.75% 8/15/17

78,000

82,381

TOTAL U.S. TREASURY OBLIGATIONS

937,697

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $1,230,539)

1,250,479

U.S. Government Agency - Mortgage Securities - 11.5%

Fannie Mae - 8.4%

3.587% 9/1/33 (j)

713

714

3.718% 6/1/33 (j)

2,206

2,223

3.75% 4/1/34 (j)

1,999

1,987

3.782% 6/1/33 (j)

2,519

2,526

3.892% 5/1/33 (j)

816

819

3.901% 5/1/34 (j)

1,179

1,175

3.919% 9/1/33 (j)

2,167

2,178

3.936% 5/1/34 (j)

900

897

3.965% 8/1/33 (j)

978

983

3.967% 9/1/33 (j)

1,404

1,409

4% 9/1/13 to 5/1/20

4,731

4,588

4% 3/1/34 (j)

2,060

2,060

4% 4/1/34 (j)

2,199

2,193

4.026% 6/1/34 (j)

1,747

1,743

4.028% 3/1/34 (j)

4,150

4,146

4.053% 6/1/33 (j)

2,488

2,507

4.065% 3/1/35 (j)

3,174

3,172

U.S. Government Agency - Mortgage Securities - continued

Principal Amount (000s)(d)

Value
(000s)

Fannie Mae - continued

4.116% 4/1/34 (j)

$ 2,687

$ 2,679

4.123% 5/1/34 (j)

2,166

2,163

4.159% 9/1/33 (j)

1,398

1,407

4.162% 8/1/33 (j)

1,051

1,055

4.186% 11/1/34 (j)

2,282

2,287

4.204% 6/1/34 (j)

1,943

1,940

4.288% 6/1/34 (j)

2,376

2,375

4.313% 1/1/35 (j)

1,894

1,895

4.344% 10/1/19 (j)

241

241

4.366% 11/1/35 (j)

6,369

6,386

4.405% 10/1/33 (j)

1,082

1,080

4.423% 8/1/34 (j)

4,912

4,911

4.445% 5/1/35 (j)

3,087

3,116

4.453% 11/1/33 (j)

267

268

4.457% 8/1/35 (j)

3,421

3,432

4.482% 1/1/35 (j)

1,203

1,204

4.49% 12/1/34 (j)

129

129

4.493% 3/1/35 (j)

5,850

5,856

4.5% 3/1/18 to 12/1/18

11,416

11,278

4.561% 8/1/34 (j)

4,137

4,158

4.569% 1/1/35 (j)

1,928

1,932

4.592% 2/1/36 (j)

3,071

3,082

4.599% 8/1/35 (j)

2,557

2,591

4.642% 1/1/35 (j)

1,233

1,237

4.645% 10/1/34 (j)

724

727

4.664% 6/1/35 (j)

888

896

4.675% 8/1/35 (j)

1,132

1,140

4.682% 9/1/34 (j)

3,102

3,118

4.69% 2/1/35 (j)

3,135

3,146

4.715% 2/1/35 (j)

1,479

1,485

4.727% 12/1/35 (j)

7,688

7,719

4.744% 3/1/35 (j)

1,216

1,221

4.75% 7/1/35 (j)

814

816

4.761% 1/1/35 (j)

1,040

1,042

4.773% 7/1/35 (j)

817

820

4.774% 12/1/35 (j)

807

812

4.792% 7/1/35 (j)

968

972

4.793% 6/1/35 (j)

1,434

1,439

4.795% 4/1/35 (j)

2,265

2,283

4.822% 12/1/34 (j)

2,341

2,352

U.S. Government Agency - Mortgage Securities - continued

Principal Amount (000s)(d)

Value
(000s)

Fannie Mae - continued

4.825% 9/1/34 (j)

$ 1,005

$ 1,010

4.842% 9/1/34 (j)

2,109

2,118

4.843% 10/1/34 (j)

2,041

2,051

4.844% 11/1/35 (j)

1,809

1,821

4.852% 7/1/35 (j)

1,343

1,350

4.861% 7/1/34 (j)

1,019

1,024

4.87% 1/1/35 (j)

814

818

4.882% 10/1/35 (j)

271

273

4.883% 5/1/35 (j)

334

337

4.884% 11/1/35 (j)

2,010

2,027

4.91% 3/1/33 (j)

666

671

4.93% 8/1/34 (j)

2,030

2,043

4.944% 8/1/34 (j)

1,076

1,083

4.948% 2/1/35 (j)

1,230

1,238

4.95% 3/1/35 (j)

1,108

1,115

4.997% 2/1/34 (j)

1,695

1,708

5% 1/1/14 to 11/1/37 (i)

212,637

208,444

5.019% 5/1/35 (j)

2,678

2,701

5.023% 12/1/32 (j)

1,541

1,553

5.064% 10/1/35 (j)

1,387

1,399

5.081% 7/1/34 (j)

380

383

5.095% 5/1/35 (j)

348

353

5.103% 10/1/35 (j)

813

821

5.121% 8/1/34 (j)

1,345

1,358

5.132% 10/1/35 (j)

806

814

5.135% 8/1/36 (j)

5,372

5,410

5.161% 3/1/36 (j)

2,553

2,588

5.188% 7/1/35 (j)

3,117

3,153

5.249% 11/1/36 (j)

499

504

5.261% 4/1/36 (j)

1,052

1,074

5.262% 5/1/35 (j)

1,076

1,088

5.284% 7/1/35 (j)

5,803

5,865

5.299% 12/1/36 (j)

542

546

5.308% 3/1/36 (j)

6,968

7,073

5.334% 2/1/36 (j)

178

179

5.34% 1/1/36 (j)

2,500

2,522

5.363% 2/1/36 (j)

1,622

1,636

5.376% 3/1/37 (j)

7,856

7,952

5.393% 7/1/35 (j)

439

444

5.396% 2/1/37 (j)

2,836

2,868

U.S. Government Agency - Mortgage Securities - continued

Principal Amount (000s)(d)

Value
(000s)

Fannie Mae - continued

5.398% 2/1/37 (j)

$ 592

$ 599

5.48% 6/1/47 (j)

499

505

5.482% 2/1/37 (j)

3,981

4,037

5.5% 5/1/11 to 4/1/19

24,611

25,065

5.52% 11/1/36 (j)

944

954

5.618% 2/1/36 (j)

722

733

5.645% 4/1/37 (j)

2,660

2,699

5.65% 4/1/36 (j)

2,657

2,704

5.66% 6/1/36 (j)

1,648

1,676

5.792% 3/1/36 (j)

5,458

5,554

5.797% 5/1/36 (j)

631

641

5.8% 1/1/36 (j)

378

385

5.821% 5/1/36 (j)

3,976

4,043

5.86% 6/1/35 (j)

2,462

2,504

5.893% 12/1/36 (j)

990

1,010

5.903% 9/1/36 (j)

1,148

1,165

5.938% 5/1/36 (j)

1,734

1,767

5.966% 5/1/36 (j)

663

677

6% 10/1/08 to 6/1/30

15,601

15,958

6.017% 4/1/36 (j)

10,563

10,774

6.102% 3/1/37 (j)

1,094

1,118

6.159% 4/1/36 (j)

1,130

1,153

6.224% 6/1/36 (j)

177

180

6.226% 3/1/37 (j)

330

338

6.5% 12/1/12 to 9/1/32

5,141

5,316

7% 9/1/25

4

4

7.5% 1/1/28 to 5/1/37

938

987

TOTAL FANNIE MAE

505,971

Freddie Mac - 3.1%

3.376% 7/1/33 (j)

1,996

1,992

3.995% 5/1/33 (j)

3,245

3,270

4% 5/1/19 to 11/1/20

5,224

5,033

4.004% 4/1/34 (j)

3,483

3,462

4.075% 7/1/35 (j)

1,589

1,593

4.178% 1/1/35 (j)

3,190

3,196

4.5% 2/1/18 to 8/1/33

6,490

6,378

4.584% 6/1/33 (j)

994

994

4.645% 5/1/35 (j)

2,150

2,155

4.665% 2/1/35 (j)

8,020

8,023

U.S. Government Agency - Mortgage Securities - continued

Principal Amount (000s)(d)

Value
(000s)

Freddie Mac - continued

4.697% 9/1/36 (j)

$ 674

$ 674

4.704% 9/1/35 (j)

4,272

4,288

4.79% 2/1/36 (j)

287

288

4.807% 3/1/35 (j)

632

633

4.819% 5/1/35 (j)

5,447

5,457

4.851% 10/1/35 (j)

1,287

1,297

4.897% 10/1/36 (j)

3,588

3,606

5% 3/1/18 to 7/1/19

6,007

6,053

5.01% 7/1/35 (j)

3,459

3,475

5.02% 1/1/37 (j)

5,175

5,205

5.021% 4/1/35 (j)

103

104

5.024% 4/1/35 (j)

2,351

2,370

5.034% 10/1/36 (j)

1,434

1,445

5.042% 4/1/35 (j)

2,505

2,519

5.115% 7/1/35 (j)

942

950

5.267% 2/1/36 (j)

60

61

5.332% 9/1/35 (j)

719

726

5.43% 3/1/37 (j)

426

429

5.5% 8/1/14 to 6/1/20

34,764

35,349

5.501% 1/1/36 (j)

831

840

5.542% 4/1/37 (j)

644

651

5.585% 3/1/36 (j)

4,375

4,426

5.648% 8/1/36 (j)

4,403

4,454

5.758% 10/1/35 (j)

309

313

5.763% 5/1/37 (j)

4,914

4,972

5.773% 1/1/36 (j)

404

408

5.786% 3/1/37 (j)

2,291

2,318

5.794% 4/1/37 (j)

2,199

2,225

5.822% 5/1/37 (j)

490

496

5.829% 5/1/37 (j)

741

750

5.839% 5/1/37 (j)

2,908

2,946

5.839% 6/1/37 (j)

1,737

1,761

5.95% 4/1/36 (j)

5,745

5,835

6% 7/1/16 to 2/1/19

7,548

7,757

6.015% 6/1/36 (j)

777

788

6.033% 1/1/37 (j)

2,166

2,202

6.141% 2/1/37 (j)

647

657

6.154% 12/1/36 (j)

5,293

5,367

6.19% 7/1/36 (j)

2,986

3,043

6.226% 5/1/36 (j)

640

651

U.S. Government Agency - Mortgage Securities - continued

Principal Amount (000s)(d)

Value
(000s)

Freddie Mac - continued

6.271% 6/1/37 (j)

$ 453

$ 460

6.362% 7/1/36 (j)

832

848

6.417% 6/1/37 (j)

169

173

6.496% 9/1/36 (j)

3,958

4,038

6.5% 10/1/10 to 3/1/36

14,909

15,426

6.725% 8/1/37 (j)

1,282

1,309

7.581% 4/1/37 (j)

180

184

8.5% 3/1/20

11

12

TOTAL FREDDIE MAC

186,335

Government National Mortgage Association - 0.0%

6% 1/15/09 to 5/15/09

13

13

6.5% 4/15/26 to 5/15/26

43

45

7% 9/15/25 to 8/15/31

79

83

7.5% 2/15/22 to 8/15/28

130

139

8% 9/15/26 to 12/15/26

24

26

TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

306

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $681,969)

692,612

Asset-Backed Securities - 0.5%

Amstel Corp. Loan Offering BV:

Series 2006-1 Class C, 5.157% 5/25/16 (j)

EUR

500

692

Series 2007-1:

Class B, 5.044% 3/25/17 (j)

EUR

1,100

1,559

Class C, 5.224% 3/25/17 (j)

EUR

800

1,118

Auto ABS Compartiment Series 2006-1 Class B, 4.88% 7/25/17 (j)

EUR

1,000

1,386

Clock Finance BV Series 2007-1:

Class B2, 4.847% 2/25/15 (j)

EUR

700

961

Class C2, 5.027% 2/25/15 (j)

EUR

400

542

Driver One GmbH Series 1 Class B, 4.794% 5/21/10 (j)

EUR

84

122

FCC SPARC Series 2007-1 Class D, 6.932% 7/15/10 (j)

EUR

500

719

Geldilux Ltd. Series 2007-TS Class C, 5.285% 9/8/14 (j)

EUR

400

541

GLS Ltd. Series 2006-1 Class C, 5.232% 7/15/14 (j)

EUR

500

711

Asset-Backed Securities - continued

Principal Amount (000s)(d)

Value
(000s)

Greene King Finance PLC Series A1, 6.8113% 6/15/31 (j)

GBP

1,000

$ 1,849

Lambda Finance BV Series 2005-1X Class C1, 7.0075% 11/15/29 (j)

GBP

500

925

Leek Finance PLC Series 18X Class BC, 5.212% 9/21/38 (j)

EUR

600

776

Mermaid Secured Finance Ltd. Series 2007-1:

Class C, 4.905% 1/30/40 (j)

EUR

400

572

Class D, 5.105% 1/30/40 (j)

EUR

550

766

Prime Bricks Series 2007-1:

Class B, 4.905% 1/30/40 (j)

EUR

550

787

Class C, 5.105% 1/30/40 (j)

EUR

450

627

Promise K 2006-1 GmbH Series I 2006-1 Class D, 5.554% 3/10/17 (j)

EUR

1,000

1,337

Provide Bricks Series 2007-1 Class B, 4.965% 1/30/40 (j)

EUR

1,400

1,983

Red & Black Consumer PLC Series 2006-1 Class C, 4.775% 5/15/21 (j)

EUR

2,600

3,785

Sedna Finance Corp.:

5.41% 12/23/14 (j)

EUR

500

435

5.698% 3/15/16 (j)

EUR

1,150

856

Southern Gas Networks PLC Class A1, 4.893% 10/21/10 (j)

EUR

150

219

Stichting Mars Series 2006 Class C, 5.023% 8/28/14 (j)

EUR

1,000

1,373

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

GBP

60

117

Whinstone Capital Management Ltd. Series 2005-1X Class B1, 7.1719% 10/25/45 (j)

GBP

1,052

1,694

TOTAL ASSET-BACKED SECURITIES

(Cost $26,565)

26,452

Collateralized Mortgage Obligations - 3.3%

Private Sponsor - 0.2%

Arkle Master Issuer PLC Series 2006-1X Class 2C, 4.93% 2/17/52 (j)

EUR

950

1,361

Arran Residential Mortgages Funding No. 1 PLC floater Series 2006-1X Class DC, 5.179% 4/12/56 (j)

EUR

650

864

EPIC PLC Series BROD Class D, 5.133% 1/22/16 (j)

EUR

400

551

Granite Mortgages PLC 5.023% 1/20/43 (j)

EUR

290

423

Collateralized Mortgage Obligations - continued

Principal Amount (000s)(d)

Value
(000s)

Private Sponsor - continued

Holmes Financing No. 8 PLC floater Series 3 Class C, 5.582% 7/15/40 (j)

EUR

500

$ 723

RMAC PLC Series 2005-NS4X Class M2A, 7.4325% 12/12/43 (j)

GBP

1,700

3,245

RMAC Securities PLC 2006 floater Series 2006-NS4X Class M1A, 7.1725% 6/12/44 (j)

GBP

1,250

2,351

Shield BV Series 1 Class C, 5.043% 1/20/14 (j)

EUR

1,500

2,098

TOTAL PRIVATE SPONSOR

11,616

U.S. Government Agency - 3.1%

Fannie Mae:

floater Series 2007-95 Class A1, 5.115% 8/27/36 (j)

12,924

12,920

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

8,925

8,832

Fannie Mae subordinate REMIC pass-thru certificates:

planned amortization class:

Series 2001-68 Class QZ, 5.5% 12/25/16

1,333

1,348

Series 2002-11:

Class QC, 5.5% 3/25/17

3,434

3,477

Class UC, 6% 3/25/17

2,483

2,543

Series 2002-18 Class PC, 5.5% 4/25/17

4,075

4,136

Series 2002-61 Class PG, 5.5% 10/25/17

4,712

4,819

Series 2002-71 Class UC, 5% 11/25/17

7,520

7,495

Series 2002-9 Class PC, 6% 3/25/17

245

250

Series 2003-113:

Class PD, 4% 2/25/17

4,890

4,807

Class PE, 4% 11/25/18

1,515

1,426

Series 2003-122 Class OL, 4% 12/25/18

2,120

2,008

Series 2003-128 Class NE, 4% 12/25/16

2,550

2,505

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

890

845

Series 2003-85 Class GD, 4.5% 9/25/18

1,225

1,201

Series 2004-80 Class LD, 4% 1/25/19

1,980

1,935

Series 2004-81:

Class KC, 4.5% 4/25/17

1,395

1,394

Class KD, 4.5% 7/25/18

3,035

3,011

Series 2005-52 Class PB, 6.5% 12/25/34

4,571

4,688

sequential payer:

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

3,403

3,415

Series 2004-95 Class AN, 5.5% 1/25/25

2,109

2,134

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

808

727

Collateralized Mortgage Obligations - continued

Principal Amount (000s)(d)

Value
(000s)

U.S. Government Agency - continued

Fannie Mae subordinate REMIC pass-thru certificates: sequential payer: - continued

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

$ 2,741

$ 2,706

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

7,595

7,509

Freddie Mac planned amortization class:

Series 2101 Class PD, 6% 11/15/28

425

434

Series 2115 Class PE, 6% 1/15/14

186

190

Freddie Mac Multi-class participation certificates guaranteed:

floater:

Series 2577 Class FW, 5.5275% 1/15/30 (j)

6,103

6,117

Series 2630 Class FL, 5.5275% 6/15/18 (j)

104

105

planned amortization class:

Series 2376 Class JE, 5.5% 11/15/16

915

934

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

5,221

5,301

Series 2381 Class OG, 5.5% 11/15/16

732

744

Series 2390 Class CH, 5.5% 12/15/16

2,397

2,434

Series 2425 Class JH, 6% 3/15/17

1,266

1,298

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

1,136

1,129

Series 2695 Class DG, 4% 10/15/18

3,865

3,669

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

4,390

4,280

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

14,395

14,044

Series 2831 Class PB, 5% 7/15/19

3,990

3,961

Series 2866 Class XE, 4% 12/15/18

4,450

4,355

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

876

892

sequential payer:

Series 2303 Class ZV, 6% 4/15/31

1,249

1,279

Series 2467 Class NB, 5% 7/15/17

1,610

1,613

Series 2569 Class HB, 5% 9/15/16

5,709

5,707

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

347

344

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

510

501

Series 2617 Class GW, 3.5% 6/15/16

426

421

Series 2627:

Class BG, 3.25% 6/15/17

232

223

Class KP, 2.87% 12/15/16

239

230

Series 2685 Class ND, 4% 10/15/18

1,745

1,641

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

2,924

2,875

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

1,487

1,490

Series 2860 Class CP, 4% 10/15/17

444

437

Series 2930 Class KT, 4.5% 2/15/20

7,833

7,390

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

1,658

1,663

Collateralized Mortgage Obligations - continued

Principal Amount (000s)(d)

Value
(000s)

U.S. Government Agency - continued

Freddie Mac Multi-class participation certificates guaranteed: - continued

Series 3266 Class D, 5% 1/15/22

$ 15,423

$ 15,181

Series 2564 Class BQ, 5.5% 10/15/17

2,969

3,010

Series 2715 Class NG, 4.5% 12/15/18

2,155

2,090

Series 2863 Class DB, 4% 9/15/14

254

247

Series 2975 Class NA, 5% 7/15/23

1,492

1,496

TOTAL U.S. GOVERNMENT AGENCY

183,856

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $191,912)

195,472

Commercial Mortgage Securities - 0.4%

Broadgate PLC 7.0438% 10/5/25 (j)

GBP

895

1,689

Bruntwood Alpha PLC Series 2007-1 Class C, 6.7831% 1/15/17 (j)

GBP

700

1,268

Canary Wharf Finance II plc Series 3MUK Class C2, 6.8256% 10/22/37 (j)

GBP

1,000

1,822

European Property Capital Series 4 Class C, 6.3194% 7/20/14 (j)

GBP

297

571

German Residential Asset Note Distributor PLC Series 1 Class A, 4.893% 7/20/16 (j)

EUR

1,324

1,814

JLOC 36 LLC Reg. S:

Class A1, 1.1875% 2/16/16 (j)

JPY

87,220

779

Class B, 1.3575% 2/16/16 (j)

JPY

88,660

789

JLOC 37 LLC (Reg. S) Series X Class B1, 1.3819% 1/15/15 (j)

JPY

105,424

940

Opera Finance (CMH) PLC Class B, 5.032% 1/15/15 (j)

EUR

1,100

1,534

Opera Finance PLC 6.525% 7/31/13 (j)

GBP

985

1,922

Paris Prime Community Real Estate Series 2006-1 Class B, 4.903% 4/22/14 (g)(j)

EUR

1,000

1,412

Real Estate Capital Foundation Ltd. Series 3 Class A, 6.4931% 7/15/16 (j)

GBP

2,000

3,805

Rivoli Pan Europe PLC Series 2006-1 Class B 4.544% 8/3/18 (j)

EUR

650

898

Collateralized Mortgage Obligations - continued

Principal Amount (000s)(d)

Value
(000s)

Silver Maple Investment Co. Ltd. Class 2A, 4.765% 4/30/14 (j)

EUR

700

$ 991

Skyline BV Series 2007-1 Class D, 5.463% 7/22/43 (j)

EUR

1,100

1,486

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $20,997)

21,720

Foreign Government and Government Agency Obligations - 19.0%

Arab Republic 8.75% 7/18/12 (g)

EGP

16,490

3,069

Argentine Republic:

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

4,287

4,116

5.389% 8/3/12 (j)

19,878

17,521

7% 3/28/11

43,290

39,833

7% 9/12/13

27,720

23,704

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

CAD

2,000

2,078

Banco Central del Uruguay:

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

1,000,000

0

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

750,000

0

Belgian Kingdom 5% 3/28/35

EUR

2,250

3,407

Brazilian Federative Republic:

6% 9/15/13

1,700

1,698

7.125% 1/20/37

5,060

5,756

8.25% 1/20/34

5,500

6,952

8.75% 2/4/25

5,240

6,699

10% 1/1/10

BRL

2,607

1,395

12.25% 3/6/30

8,910

15,414

12.5% 1/5/16

BRL

3,390

2,068

12.75% 1/15/20

4,385

6,917

British Columbia Province 5.7% 6/18/29

CAD

12,000

13,922

Canadian Government:

4% 6/1/17

CAD

101,200

101,928

5% 6/1/37

CAD

28,000

32,567

Central Bank of Nigeria:

promissory note 5.092% 1/5/10

2,477

2,455

warrants 11/15/20 (a) (l)

2,750

638

Chilean Republic 5.5% 1/15/13

2,740

2,820

Colombian Republic:

7.375% 9/18/37

5,250

5,841

11.75% 2/25/20

1,770

2,637

Democratic Socialist Republic of Sri Lanka 8.25% 10/24/12 (g)

2,190

2,091

Foreign Government and Government Agency Obligations - continued

Principal Amount (000s)(d)

Value
(000s)

Dominican Republic:

Brady 6.3125% 8/30/09 (j)

$ 1,283

$ 1,279

Brady 5.7188% 8/30/24 (j)

12,873

12,809

9.04% 1/23/18 (g)

5,897

6,678

9.5% 9/27/11 (Reg. S)

3,487

3,679

Ecuador Republic:

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

8,715

8,410

euro par 5% 2/28/25

1,580

1,164

French Republic:

4.75% 4/25/35

EUR

21,200

31,326

5.5% 4/25/29

EUR

6,000

9,746

Gabonese Republic 8.2% 12/12/17 (g)

9,475

9,854

German Federal Republic:

2.25% 4/15/13

EUR

77,013

113,950

3.25% 7/4/15

EUR

300

410

4.25% 7/4/17

EUR

32,100

46,604

4.25% 7/4/39

EUR

22,700

31,221

Ghana Republic 8.5% 10/4/17 (g)

5,200

5,473

Indonesian Republic:

6.625% 2/17/37 (g)

7,550

7,191

6.75% 3/10/14 (Reg. S)

3,275

3,381

8.5% 10/12/35

915

1,072

Irish Republic 4.5% 10/18/18

EUR

8,750

12,768

Islamic Republic of Pakistan:

6.75% 2/19/09

5,700

5,372

7.125% 3/31/16 (g)

2,975

2,596

Italian Republic 6% 5/1/31

EUR

2,030

3,397

Japan Government:

0.5703% 1/15/08

JPY

750,000

6,724

0.92% 11/20/20 (j)

JPY

3,100,000

26,793

0.93% 7/20/20 (j)

JPY

825,000

6,975

1.5% 3/20/14

JPY

2,365,000

21,702

2.1% 9/20/27

JPY

1,000,000

8,989

2.5% 9/20/37

JPY

4,650,000

42,958

Real Return Bond 1.1% 12/10/16

JPY

3,895,000

35,127

Lebanese Republic:

7.125% 3/5/10

1,140

1,112

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

4,500

4,376

8.1563% 11/30/09 (g)(j)

2,180

2,153

8.1563% 11/30/09 (Reg. S) (j)

9,470

9,352

8.625% 6/20/13 (Reg. S)

5,130

5,053

Foreign Government and Government Agency Obligations - continued

Principal Amount (000s)(d)

Value
(000s)

Peruvian Republic:

3% 3/7/27 (f)

$ 900

$ 695

6.4375% 3/7/27 (j)

1,545

1,526

euro Brady past due interest 6.4375% 3/7/17 (j)

1,127

1,124

Philippine Republic:

8.25% 1/15/14

2,955

3,324

9.5% 2/2/30

4,155

5,640

9.875% 1/15/19

2,350

3,079

10.625% 3/16/25

4,275

6,156

Republic of Fiji 6.875% 9/13/11

3,310

2,979

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

2,035

1,887

Russian Federation:

7.5% 3/31/30 (g)

3,861

4,406

7.5% 3/31/30 (Reg. S)

48,931

55,842

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

8,345

15,292

South African Republic 6.5% 6/2/14

2,790

2,964

Turkish Republic:

6.75% 4/3/18

6,635

6,811

6.875% 3/17/36

11,960

11,751

7% 9/26/16

2,570

2,731

7.375% 2/5/25

7,355

7,796

11% 1/14/13

4,055

4,980

11.875% 1/15/30

7,575

11,919

UK Treasury GILT:

4% 9/7/16

GBP

600

1,150

4.25% 12/7/27

GBP

8,000

15,455

4.25% 6/7/32

GBP

850

1,657

4.25% 3/7/36

GBP

15,930

31,312

4.25% 12/7/46

GBP

19,100

37,850

4.5% 12/7/42

GBP

4,500

9,290

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

3,775

3,709

Ukraine Government 6.75% 11/14/17 (g)

6,310

6,200

United Mexican States:

6.75% 9/27/34

1,725

1,905

7.5% 4/8/33

7,695

9,192

8.3% 8/15/31

7,435

9,602

Uruguay Republic:

5% 9/14/18

UYU

38,881

1,943

8% 11/18/22

2,992

3,351

Venezuelan Republic:

oil recovery rights 4/15/20 (l)

3,260

121

Foreign Government and Government Agency Obligations - continued

Principal Amount (000s)(d)

Value
(000s)

Venezuelan Republic: - continued

5.375% 8/7/10

$ 4,250

$ 3,995

6.18% 4/20/11 (j)

8,535

7,707

7.65% 4/21/25

2,690

2,300

8.5% 10/8/14

6,650

6,417

9.25% 9/15/27

16,650

16,608

9.375% 1/13/34

4,280

4,259

10.75% 9/19/13

10,748

11,500

13.625% 8/15/18

7,175

9,202

Vietnamese Socialist Republic Brady par 4% 3/12/28 (f)

1,890

1,597

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $1,104,399)

1,142,444

Supranational Obligations - 0.0%

Inter-American Development Bank 6.625% 4/17/17
(Cost $1,725)

PEN

5,600

1,885

Common Stocks - 0.2%

Shares

CONSUMER DISCRETIONARY - 0.0%

Auto Components - 0.0%

Intermet Corp. (a)(m)

113,725

0

Remy International, Inc. (a)

40,800

1,285

Hotels, Restaurants & Leisure - 0.0%

Centerplate, Inc. unit

165,925

1,497

Media - 0.0%

Virgin Media, Inc. warrants 1/10/11 (a)

6

0

TOTAL CONSUMER DISCRETIONARY

2,782

INDUSTRIALS - 0.2%

Airlines - 0.2%

Delta Air Lines, Inc. (a)

593,040

8,830

Northwest Airlines Corp. (a)

131,804

1,901

10,731

Common Stocks - continued

Shares

Value
(000s)

INFORMATION TECHNOLOGY - 0.0%

Semiconductors & Semiconductor Equipment - 0.0%

ASAT Holdings Ltd. warrants 2/1/11 (a)(m)

546,000

$ 25

TELECOMMUNICATION SERVICES - 0.0%

Wireless Telecommunication Services - 0.0%

DigitalGlobe, Inc. (a)(g)

895

2

UTILITIES - 0.0%

Electric Utilities - 0.0%

Portland General Electric Co.

7,275

202

TOTAL COMMON STOCKS

(Cost $17,133)

13,742

Preferred Stocks - 0.2%

Convertible Preferred Stocks - 0.0%

MATERIALS - 0.0%

Chemicals - 0.0%

Celanese Corp. 4.25%

6,600

358

Nonconvertible Preferred Stocks - 0.2%

CONSUMER DISCRETIONARY - 0.1%

Media - 0.1%

Spanish Broadcasting System, Inc. Class B, 10.75%

1,690

1,690

HEALTH CARE - 0.0%

Health Care Providers & Services - 0.0%

Fresenius Medical Care Capital Trust II 7.875%

1,260

1,281

TELECOMMUNICATION SERVICES - 0.1%

Diversified Telecommunication Services - 0.0%

PTV, Inc. Series A, 10.00%

119

0

Wireless Telecommunication Services - 0.1%

Rural Cellular Corp. 12.25% pay-in-kind

5,078

6,348

TOTAL NONCONVERTIBLE PREFERRED STOCKS

9,319

TOTAL PREFERRED STOCKS

(Cost $8,873)

9,677

Floating Rate Loans - 4.2%

Principal Amount (000s)(d)

Value
(000s)

CONSUMER DISCRETIONARY - 1.5%

Auto Components - 0.1%

Dana Corp. term loan 7.98% 4/13/08 (j)

$ 2,390

$ 2,378

Lear Corp. term loan 7.6042% 4/25/12 (j)

2,448

2,380

4,758

Automobiles - 0.5%

AM General LLC:

Tranche B, term loan 8.1766% 9/30/13 (j)

3,571

3,482

8.2425% 9/30/12 (j)

132

129

Ford Motor Co. term loan 8% 12/15/13 (j)

24,879

23,013

General Motors Corp. term loan 7.615% 11/29/13 (j)

973

912

27,536

Diversified Consumer Services - 0.1%

Affinion Group Holdings, Inc. term loan 11.6775% 3/1/12 (j)

4,150

3,818

Hotels, Restaurants & Leisure - 0.0%

Green Valley Ranch Gaming LLC Tranche 1LN, term loan 6.9923% 2/16/14 (j)

143

135

OSI Restaurant Partners, Inc.:

term loan 7.125% 6/14/14 (j)

480

444

7.1275% 6/14/13 (j)

41

38

Six Flags, Inc. Tranche B, term loan 7.2495% 4/30/15 (j)

726

665

1,282

Media - 0.5%

Advanstar, Inc. Tranche 2LN, term loan 9.8425% 11/30/14 (j)

380

350

Charter Communications Operating LLC Tranche B 1LN, term loan 6.99% 3/6/14 (j)

24,052

22,459

CSC Holdings, Inc. Tranche B, term loan 6.8963% 3/31/13 (j)

6,268

5,916

Discovery Communications, Inc. term loan 6.83% 5/14/14 (j)

1,045

1,012

29,737

Multiline Retail - 0.0%

Neiman Marcus Group, Inc. term loan 6.9392% 4/6/13 (j)

2,008

1,927

Specialty Retail - 0.2%

Claire's Stores, Inc. term loan 7.5905% 5/29/14 (j)

4,428

3,753

Michaels Stores, Inc. term loan 7.6136% 10/31/13 (j)

5,124

4,740

Floating Rate Loans - continued

Principal Amount (000s)(d)

Value
(000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Sally Holdings LLC Tranche B, term loan 7.5194% 11/16/13 (j)

$ 741

$ 696

Toys 'R' US, Inc. term loan 8.225% 12/9/08 (j)

6,110

5,927

15,116

Textiles, Apparel & Luxury Goods - 0.1%

Hanesbrands, Inc.:

term loan 8.815% 3/5/14 (j)

1,650

1,644

Tranche B 1LN, term loan 6.7789% 9/5/13 (j)

3,703

3,596

5,240

TOTAL CONSUMER DISCRETIONARY

89,414

CONSUMER STAPLES - 0.1%

Beverages - 0.0%

Constellation Brands, Inc. Tranche B, term loan 6.5964% 6/5/13 (j)

1,096

1,069

Food & Staples Retailing - 0.1%

Rite Aid Corp. Tranche ABL, term loan 6.8002% 6/4/14 (j)

2,700

2,518

TOTAL CONSUMER STAPLES

3,587

ENERGY - 0.2%

Energy Equipment & Services - 0.0%

Compagnie Generale de Geophysique SA term loan 6.845% 1/12/14 (j)

570

555

Helix Energy Solutions Group, Inc. term loan 7.0727% 7/1/13 (j)

695

670

1,225

Oil, Gas & Consumable Fuels - 0.2%

Coffeyville Resources LLC:

Credit-Linked Deposit 8.5806% 12/28/10 (j)

532

516

Tranche D, term loan 8.4811% 12/28/13 (j)

1,730

1,678

SandRidge Energy, Inc. term loan 8.625% 4/1/15 (j)

4,370

4,359

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

Credit-Linked Deposit 7.3231% 10/31/12 (j)

540

526

Floating Rate Loans - continued

Principal Amount (000s)(d)

Value
(000s)

Oil, Gas & Consumable Fuels - continued

term loan 6.9198% 10/31/12 (j)

$ 962

$ 938

Venoco, Inc. Tranche 2LN, term loan 8.9375% 5/7/14 (j)

410

400

8,417

TOTAL ENERGY

9,642

FINANCIALS - 0.2%

Diversified Financial Services - 0.0%

MGM Holdings II, Inc. Tranche B, term loan 8.4481% 4/8/12 (j)

2,270

2,099

Real Estate Investment Trusts - 0.1%

Capital Automotive (REIT) Tranche B, term loan 6.98% 12/16/10 (j)

3,554

3,478

Real Estate Management & Development - 0.1%

Realogy Corp.:

Tranche B, term loan 8.24% 10/10/13 (j)

6,687

5,851

8.24% 10/10/13 (j)

1,800

1,575

7,426

TOTAL FINANCIALS

13,003

HEALTH CARE - 0.4%

Health Care Equipment & Supplies - 0.0%

Bausch & Lomb, Inc. term loan:

4/26/15 (n)

176

175

8.08% 4/26/15 (j)

704

700

875

Health Care Providers & Services - 0.4%

Community Health Systems, Inc.:

term loan 7.3313% 7/25/14 (j)

6,043

5,771

Tranche DD, term loan 7/25/14 (n)

304

290

DaVita, Inc. Tranche B1, term loan 6.5548% 10/5/12 (j)

3,576

3,433

HCA, Inc. Tranche B, term loan 7.08% 11/17/13 (j)

14,474

13,967

Health Management Associates, Inc. Tranche B, term loan 6.5802% 2/28/14 (j)

953

887

24,348

TOTAL HEALTH CARE

25,223

Floating Rate Loans - continued

Principal Amount (000s)(d)

Value
(000s)

INDUSTRIALS - 0.2%

Aerospace & Defense - 0.0%

DeCrane Aircraft Holdings, Inc.:

Tranche 1LN, term loan 7.9963% 2/21/13 (j)

$ 85

$ 83

Tranche 2LN, term loan 12.2438% 2/21/14 (j)

140

137

Wesco Aircraft Hardware Corp.:

Tranche 1LN, term loan 7.45% 9/29/13 (j)

165

162

Tranche 2LN, term loan 10.95% 3/28/14 (j)

70

70

452

Commercial Services & Supplies - 0.1%

Allied Waste Industries, Inc.:

Credit-Linked Deposit 6.6206% 3/28/14 (j)

210

201

term loan 6.586% 3/28/14 (j)

349

334

ARAMARK Corp.:

term loan 6.83% 1/26/14 (j)

1,990

1,890

6.83% 1/26/14 (j)

142

135

Brand Energy & Infrastructure Services, Inc. Tranche 2LN, term loan 11.1% 2/7/15 (j)

650

600

3,160

Electrical Equipment - 0.0%

Baldor Electric Co. term loan 6.9634% 1/31/14 (j)

312

307

Industrial Conglomerates - 0.0%

Walter Industries, Inc. term loan 6.8026% 10/3/12 (j)

97

93

Machinery - 0.1%

Chart Industries, Inc. Tranche B, term loan 7.1484% 10/17/12 (j)

53

52

Dresser, Inc.:

Tranche 2LN, term loan 11.1288% 5/4/15 pay-in-kind (j)

4,050

3,848

Tranche B 1LN, term loan 7.4463% 5/4/14 (j)

530

508

Navistar International Corp.:

term loan 8.2338% 1/19/12 (j)

2,310

2,206

Credit-Linked Deposit 8.2793% 1/19/12 (j)

840

802

7,416

Floating Rate Loans - continued

Principal Amount (000s)(d)

Value
(000s)

INDUSTRIALS - continued

Trading Companies & Distributors - 0.0%

Neff Corp. Tranche 2LN, term loan 8.4038% 11/30/14 (j)

$ 810

$ 648

VWR Funding, Inc. term loan 7.6981% 6/29/14 (j)

1,440

1,364

2,012

TOTAL INDUSTRIALS

13,440

INFORMATION TECHNOLOGY - 0.6%

Electronic Equipment & Instruments - 0.2%

Flextronics International Ltd.:

Tranche B-A, term loan 7.3944% 10/1/14 (j)

5,246

5,102

Tranche B-A1, term loan 7.455% 10/1/14 (j)

1,507

1,466

Tranche B-B, term loan 7.455% 10/1/12 (j)

6,753

6,593

13,161

IT Services - 0.1%

Affiliated Computer Services, Inc. Tranche B2, term loan 7.044% 3/20/13 (j)

3,610

3,519

SunGard Data Systems, Inc. term loan 6.8975% 2/28/14 (j)

5,508

5,316

8,835

Semiconductors & Semiconductor Equipment - 0.2%

Freescale Semiconductor, Inc. term loan 6.975% 12/1/13 (j)

11,872

11,011

Software - 0.1%

Kronos, Inc. Tranche 1LN, term loan 7.08% 6/11/14 (j)

3,912

3,658

Open Solutions, Inc. term loan 7.275% 1/23/14 (j)

239

222

3,880

TOTAL INFORMATION TECHNOLOGY

36,887

MATERIALS - 0.4%

Chemicals - 0.0%

Celanese Holding LLC:

Revolving Credit-Linked Deposit 6.975% 4/2/13 (j)

206

199

term loan 6.9788% 4/2/14 (j)

1,128

1,087

Floating Rate Loans - continued

Principal Amount (000s)(d)

Value
(000s)

MATERIALS - continued

Momentive Performance Materials, Inc. Tranche B1, term loan 7.125% 12/4/13 (j)

$ 1,030

$ 988

Solutia, Inc. Tranche B, term loan 8.06% 3/31/08 (j)

180

179

2,453

Containers & Packaging - 0.1%

Berry Plastics Holding Corp. Tranche C, term loan 7.16% 4/3/15 (j)

4,873

4,532

Metals & Mining - 0.1%

Aleris International, Inc. term loan 7.0032% 12/19/13 (j)

2,792

2,548

Novelis Corp. term loan 7.2% 7/6/14 (j)

4,477

4,175

6,723

Paper & Forest Products - 0.2%

Georgia-Pacific Corp. Tranche B1, term loan 6.8657% 12/23/12 (j)

11,672

11,132

TOTAL MATERIALS

24,840

TELECOMMUNICATION SERVICES - 0.4%

Diversified Telecommunication Services - 0.3%

Intelsat Bermuda Ltd. term loan 7.725% 1/12/14 (j)

1,880

1,847

Level 3 Communications, Inc. term loan 7.4925% 3/13/14 (j)

8,440

7,986

Paetec Communications, Inc. Tranche B, term loan 7.3219% 2/28/13 (j)

308

302

Wind Telecomunicazioni SpA:

term loan 12.4488% 12/12/11 pay-in-kind (j)

3,765

3,648

Tranche 2, term loan 11.3194% 3/21/15 (j)

2,840

2,883

Tranche B, term loan 7.5694% 9/21/13 (j)

1,420

1,399

Tranche C, term loan 8.3194% 9/21/14 (j)

1,420

1,399

19,464

Wireless Telecommunication Services - 0.1%

Leap Wireless International, Inc. Tranche B, term loan 7.83% 6/16/13 (j)

621

612

MetroPCS Wireless, Inc. Tranche B, term loan 7.3027% 11/3/13 (j)

1,442

1,382

1,994

TOTAL TELECOMMUNICATION SERVICES

21,458

Floating Rate Loans - continued

Principal Amount (000s)(d)

Value
(000s)

UTILITIES - 0.2%

Independent Power Producers & Energy Traders - 0.2%

Boston Generating LLC Tranche B 1LN, term loan 7.08% 12/20/13 (j)

$ 2

$ 2

Calpine Corp. Tranche D, term loan 7.08% 3/29/09 (j)

7,732

7,480

NRG Energy, Inc.:

term loan 6.9481% 2/1/13 (j)

4,452

4,229

6.8481% 2/1/13 (j)

2,055

1,953

13,664

TOTAL FLOATING RATE LOANS

(Cost $264,244)

251,158

Sovereign Loan Participations - 0.1%

Indonesian Republic loan participation:

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

156

152

- Citibank:

6.25% 3/28/13 (j)

545

535

6.25% 12/14/19 (j)

1,411

1,316

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

2,448

2,399

- Deutsche Bank:

1.407% 3/28/13 (j)

JPY

67,150

578

6.25% 3/28/13 (j)

700

686

TOTAL SOVEREIGN LOAN PARTICIPATIONS

(Cost $5,438)

5,666

Commercial Paper - 0.5%

Cancara Asset Securitisation Ltd. 4.65% 1/29/08

EUR

5,300

7,707

DEPFA BANK PLC 4.57% 1/30/08

EUR

5,300

7,707

Grampian Funding Ltd. 4.65% 1/25/08

EUR

5,300

7,705

HSH Nordbank AG 4.58% 1/30/08

EUR

5,300

7,705

TOTAL COMMERCIAL PAPER

(Cost $30,402)

30,824

Fixed-Income Funds - 5.2%

Shares

Fidelity Floating Rate Central Fund (k)
(Cost $329,508)

3,273,798

313,392

Preferred Securities - 0.8%

Principal Amount (000s)(d)

Value
(000s)

CONSUMER DISCRETIONARY - 0.4%

Media - 0.4%

Globo Comunicacoes e Participacoes SA 9.375%

$ 14,700

$ 15,153

Net Servicos de Comunicacao SA 9.25% (g)

7,135

7,317

22,470

ENERGY - 0.4%

Oil, Gas & Consumable Fuels - 0.4%

Pemex Project Funding Master Trust 7.75%

20,968

21,212

FINANCIALS - 0.0%

Diversified Financial Services - 0.0%

MUFG Capital Finance 2 Ltd. 4.85% (j)

EUR

1,300

1,636

MUFG Capital Finance 3 Ltd. 2.68% (j)

JPY

150,000

1,350

2,986

TOTAL PREFERRED SECURITIES

(Cost $46,331)

46,668

Other - 0.0%

Delta Air Lines ALPA Claim (a)
(Cost $101)

8,380

398

Money Market Funds - 10.6%

Shares

Fidelity Cash Central Fund, 4.58% (b)
(Cost $638,470)

638,470,076

638,470

TOTAL INVESTMENT PORTFOLIO - 106.5%

(Cost $6,380,024)

6,396,191

NET OTHER ASSETS - (6.5)%

(391,653)

NET ASSETS - 100%

$ 6,004,538

Swap Agreements

Expiration Date

Notional Amount (000s)

Value
(000s)

Interest Rate Swaps

Receive semi-annually a fixed rate equal to 4.807% and pay quarterly a floating rate based on 3-month LIBOR with JPMorgan Chase, Inc.

Sept. 2009

$ 55,000

$ 1,459

Receive semi-annually a fixed rate equal to 3.967% and pay quarterly a floating rate based on 3-month LIBOR with Citibank

Dec. 2009

11,100

26

Receive semi-annually a fixed rate equal to 4.64% and pay quarterly a floating rate based on 3-month LIBOR with Morgan Stanley, Inc.

Oct. 2009

75,000

877

Receive semi-annually a fixed rate equal to 4.681% and pay quarterly a floating rate based on a 3-month LIBOR with JPMorgan Chase, Inc.

Sept. 2009

67,000

1,621

Receive semi-annually a fixed rate equal to 4.915% and pay quarterly a floating rate based on 3-month LIBOR with Credit Suisse First Boston

August 2009

10,000

288

Receive semi-annually a fixed rate equal to 5.37% and pay quarterly a floating rate based on 3-month LIBOR with Credit Suisse First Boston

July 2009

22,000

787

$ 240,100

$ 5,058

Currency Abbreviations

BRL

-

Brazilian real

CAD

-

Canadian dollar

EGP

-

Egyptian pound

EUR

-

European Monetary Unit

GBP

-

British pound

JPY

-

Japanese yen

PEN

-

Peruvian new sol

RUB

-

Russian ruble

UYU

-

Uruguay peso

Legend

(a) Non-income producing

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

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

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

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

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

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $474,017,000 or 7.9% of net assets.

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

(i) A portion of the security is subject to a forward commitment to sell.

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

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

(l) Quantity represents share amount.

(m) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $25,000 or 0.0% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

ASAT Holdings Ltd. warrants 2/1/11

11/15/07

$ 0

Intermet Corp.

11/9/05

$ 2,153

(n) Position represents an unfunded loan commitment. At period end, the total principal amount and market value of unfunded commitments totaled $480,000 and $465,000, respectively. The coupon rate will be determined at time of settlement.

Affiliated Central Funds

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

Fund

Income earned (Amounts in thousands)

Fidelity Cash Central Fund

$ 26,525

Fidelity Floating Rate Central Fund

21,987

Total

$ 48,512

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

Fund
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Value,
end of
period

% ownership,
end of
period

Fidelity Floating Rate Central Fund

$ 138,003

$ 191,912

$ -

$ 313,392

12.6%

Other Information

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

United States of America

69.7%

Germany

3.7%

Canada

3.1%

United Kingdom

3.0%

Japan

2.5%

Argentina

2.1%

Venezuela

1.7%

Russia

1.6%

Brazil

1.2%

France

1.1%

Netherlands

1.1%

Ireland

1.0%

Others (individually less than 1%)

8.2%

100.0%

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

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)

December 31, 2007

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $5,412,046)

$ 5,444,329

Fidelity Central Funds (cost $967,978)

951,862

Total Investments (cost $6,380,024)

$ 6,396,191

Commitment to sell securities on a delayed delivery basis

(176,623)

Receivable for securities sold on a delayed delivery basis

176,747

124

Receivable for investments sold, regular delivery

50,724

Cash

1,649

Foreign currency held at value (cost $206)

206

Receivable for fund shares sold

19,062

Dividends receivable

47

Interest receivable

74,884

Distributions receivable from Fidelity Central Funds

4,283

Swap agreements, at value

5,058

Prepaid expenses

18

Other receivables

153

Total assets

6,552,399

Liabilities

Payable for investments purchased
Regular delivery

$ 43,562

Delayed delivery

480,428

Payable for fund shares redeemed

13,756

Distributions payable

4,459

Accrued management fee

2,795

Distribution fees payable

1,770

Other affiliated payables

894

Other payables and accrued expenses

197

Total liabilities

547,861

Net Assets

$ 6,004,538

Net Assets consist of:

Paid in capital

$ 5,932,611

Undistributed net investment income

6,580

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

43,844

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

21,503

Net Assets

$ 6,004,538

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

Annual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)

December 31, 2007

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share ($1,931,359 ÷ 166,176 shares)

$ 11.62

Maximum offering price per share (100/96.00 of $11.62)

$ 12.10

Class T:
Net Asset Value
and redemption price per share ($1,982,884 ÷ 170,672 shares)

$ 11.62

Maximum offering price per share (100/96.00 of $11.62)

$ 12.10

Class B:
Net Asset Value
and offering price per share ($334,867 ÷ 28,750 shares)A

$ 11.65

Class C:
Net Asset Value
and offering price per share ($866,176 ÷ 74,654 shares)A

$ 11.60

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($889,252 ÷ 75,843 shares)

$ 11.72

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

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Year ended December 31, 2007

Investment Income

Dividends

$ 4,859

Interest

289,446

Income from Fidelity Central Funds

48,512

Total income

342,817

Expenses

Management fee

$ 30,882

Transfer agent fees

8,753

Distribution fees

19,363

Accounting fees and expenses

1,385

Custodian fees and expenses

306

Independent trustees' compensation

19

Registration fees

328

Audit

108

Legal

39

Interest

2

Miscellaneous

38

Total expenses before reductions

61,223

Expense reductions

(128)

61,095

Net investment income

281,722

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

95,456

Foreign currency transactions

1,263

Swap agreements

1,175

Total net realized gain (loss)

97,894

Change in net unrealized appreciation (depreciation) on:

Investment securities

(112,630)

Assets and liabilities in foreign currencies

(12)

Swap agreements

5,058

Delayed delivery commitments

124

Total change in net unrealized appreciation (depreciation)

(107,460)

Net gain (loss)

(9,566)

Net increase (decrease) in net assets resulting from operations

$ 272,156

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands

Year ended
December 31, 2007

Year ended
December 31, 2006

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 281,722

$ 200,671

Net realized gain (loss)

97,894

25,569

Change in net unrealized appreciation (depreciation)

(107,460)

65,522

Net increase (decrease) in net assets resulting
from operations

272,156

291,762

Distributions to shareholders from net investment income

(276,727)

(195,256)

Distributions to shareholders from net realized gain

(64,264)

(17,694)

Total distributions

(340,991)

(212,950)

Share transactions - net increase (decrease)

1,390,464

1,127,698

Total increase (decrease) in net assets

1,321,629

1,206,510

Net Assets

Beginning of period

4,682,909

3,476,399

End of period (including undistributed net investment income of $6,580 and undistributed net investment income of $8,150, respectively)

$ 6,004,538

$ 4,682,909

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

Annual Report

Financial Highlights - Class A

Years ended December 31,

2007

2006

2005

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 11.76

$ 11.54

$ 11.93

$ 11.63

$ 10.34

Income from Investment Operations

Net investment income C

.616

.600

.571

.600

.617

Net realized and unrealized gain (loss)

(.019)

.248

(.255)

.445

1.321

Total from investment operations

.597

.848

.316

1.045

1.938

Distributions from net investment income

(.607)

(.583)

(.551)

(.575)

(.648)

Distributions from net realized gain

(.130)

(.045)

(.155)

(.170)

-

Total distributions

(.737)

(.628)

(.706)

(.745)

(.648)

Net asset value, end of period

$ 11.62

$ 11.76

$ 11.54

$ 11.93

$ 11.63

Total ReturnA,B

5.22%

7.54%

2.75%

9.31%

19.20%

Ratios to Average Net AssetsD,F

Expenses before reductions

1.01%

.97%

.99%

1.00%

1.01%

Expenses net of fee waivers,
if any

1.01%

.97%

.99%

1.00%

1.01%

Expenses net of all reductions

1.01%

.97%

.99%

1.00%

1.00%

Net investment income

5.27%

5.18%

4.92%

5.20%

5.58%

Supplemental Data

Net assets, end of period
(in millions)

$ 1,931

$ 954

$ 647

$ 372

$ 187

Portfolio turnover rateE

149%

81%

109%

94%

153%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

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

Annual Report

Financial Highlights - Class T

Years ended December 31,

2007

2006

2005

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 11.76

$ 11.54

$ 11.92

$ 11.62

$ 10.33

Income from Investment Operations

Net investment incomeC

.620

.594

.564

.593

.604

Net realized and unrealized gain (loss)

(.021)

.248

(.245)

.443

1.322

Total from investment operations

.599

.842

.319

1.036

1.926

Distributions from net investment income

(.609)

(.577)

(.544)

(.566)

(.636)

Distributions from net realized gain

(.130)

(.045)

(.155)

(.170)

-

Total distributions

(.739)

(.622)

(.699)

(.736)

(.636)

Net asset value, end of period

$ 11.62

$ 11.76

$ 11.54

$ 11.92

$ 11.62

Total ReturnA,B

5.24%

7.49%

2.77%

9.23%

19.09%

Ratios to Average Net AssetsD,F

Expenses before reductions

.99%

1.02%

1.05%

1.07%

1.11%

Expenses net of fee waivers,
if any

.99%

1.02%

1.05%

1.07%

1.11%

Expenses net of all reductions

.99%

1.02%

1.05%

1.07%

1.11%

Net investment income

5.29%

5.13%

4.86%

5.13%

5.47%

Supplemental Data

Net assets, end of period
(in millions)

$ 1,983

$ 2,049

$ 1,427

$ 808

$ 515

Portfolio turnover rateE

149%

81%

109%

94%

153%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

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

Annual Report

Financial Highlights - Class B

Years ended December 31,

2007

2006

2005

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 11.79

$ 11.57

$ 11.95

$ 11.65

$ 10.35

Income from Investment Operations

Net investment incomeC

.533

.511

.486

.513

.533

Net realized and unrealized gain (loss)

(.022)

.247

(.249)

.441

1.330

Total from investment operations

.511

.758

.237

.954

1.863

Distributions from net investment income

(.521)

(.493)

(.462)

(.484)

(.563)

Distributions from net realized gain

(.130)

(.045)

(.155)

(.170)

-

Total distributions

(.651)

(.538)

(.617)

(.654)

(.563)

Net asset value, end of period

$ 11.65

$ 11.79

$ 11.57

$ 11.95

$ 11.65

Total ReturnA,B

4.44%

6.70%

2.06%

8.45%

18.38%

Ratios to Average Net AssetsD,F

Expenses before reductions

1.74%

1.76%

1.78%

1.78%

1.77%

Expenses net of fee waivers,
if any

1.74%

1.75%

1.75%

1.78%

1.77%

Expenses net of all reductions

1.74%

1.75%

1.75%

1.78%

1.77%

Net investment income

4.54%

4.40%

4.16%

4.42%

4.81%

Supplemental Data

Net assets, end of period
(in millions)

$ 335

$ 342

$ 342

$ 319

$ 287

Portfolio turnover rateE

149%

81%

109%

94%

153%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

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

Annual Report

Financial Highlights - Class C

Years ended December 31,

2007

2006

2005

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 11.74

$ 11.53

$ 11.91

$ 11.61

$ 10.32

Income from Investment Operations

Net investment incomeC

.526

.503

.475

.505

.525

Net realized and unrealized gain (loss)

(.020)

.238

(.246)

.444

1.320

Total from investment operations

.506

.741

.229

.949

1.845

Distributions from net investment income

(.516)

(.486)

(.454)

(.479)

(.555)

Distributions from net realized gain

(.130)

(.045)

(.155)

(.170)

-

Total distributions

(.646)

(.531)

(.609)

(.649)

(.555)

Net asset value, end of period

$ 11.60

$ 11.74

$ 11.53

$ 11.91

$ 11.61

Total ReturnA,B

4.42%

6.57%

1.99%

8.43%

18.24%

Ratios to Average Net AssetsD,F

Expenses before reductions

1.78%

1.81%

1.82%

1.82%

1.84%

Expenses net of fee waivers,
if any

1.78%

1.81%

1.82%

1.82%

1.84%

Expenses net of all reductions

1.78%

1.81%

1.82%

1.82%

1.84%

Net investment income

4.50%

4.34%

4.09%

4.37%

4.74%

Supplemental Data

Net assets, end of period
(in millions)

$ 866

$ 683

$ 540

$ 405

$ 277

Portfolio turnover rateE

149%

81%

109%

94%

153%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended December 31,

2007

2006

2005

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 11.86

$ 11.63

$ 12.02

$ 11.71

$ 10.40

Income from Investment Operations

Net investment incomeB

.652

.627

.599

.627

.635

Net realized and unrealized gain (loss)

(.027)

.252

(.262)

.449

1.338

Total from investment operations

.625

.879

.337

1.076

1.973

Distributions from net investment income

(.635)

(.604)

(.572)

(.596)

(.663)

Distributions from net realized gain

(.130)

(.045)

(.155)

(.170)

-

Total distributions

(.765)

(.649)

(.727)

(.766)

(.663)

Net asset value, end of period

$ 11.72

$ 11.86

$ 11.63

$ 12.02

$ 11.71

Total ReturnA

5.42%

7.76%

2.91%

9.53%

19.44%

Ratios to Average Net AssetsC,E

Expenses before reductions

.77%

.79%

.81%

.81%

.87%

Expenses net of fee waivers,
if any

.77%

.79%

.81%

.81%

.87%

Expenses net of all reductions

.76%

.79%

.80%

.81%

.87%

Net investment income

5.52%

5.36%

5.10%

5.38%

5.71%

Supplemental Data

Net assets, end of period
(in millions)

$ 889

$ 655

$ 520

$ 424

$ 291

Portfolio turnover rateD

149%

81%

109%

94%

153%

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

B Calculated based on average shares outstanding during the period.

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

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

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

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

Annual Report

Notes to Financial Statements

For the period ended December 31, 2007

(Amounts in thousands except ratios)

1. Organization.

Fidelity Advisor Strategic Income Fund (the Fund) is a fund of Fidelity Advisor Series II (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust.

The Fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class. The Fund's investments in emerging markets can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile.

2. Investments in Fidelity Central Funds.

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

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

2. Investments in Fidelity Central Funds - continued

The following summarizes the Fund's investment in each Fidelity Central Fund.

Fidelity Central Fund

Investment Manager

Investment Objective

Investment Practices

Fidelity Floating Rate Central Fund

Fidelity Management & Research Company, Inc. (FMRC)

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

Loans & Direct Debt Instruments,

Repurchase Agreements,

Restricted Securities

A holdings listing for the Fund, which presents direct holdings as well as the pro rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at advisor.fidelity.com. A complete list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's web site or upon request.

3. Significant Accounting Policies.

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

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

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

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV for processing shareholder transactions includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48), on June 29, 2007. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund's federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the Fund will claim a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. Certain adjustments have been made to the accounts relating to prior periods. Collectively, these adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to short-term capital gains, swap agreements, foreign currency transactions, market discount, partnerships (including allocations from Fidelity Central Funds), deferred trustees compensation, financing transactions and losses deferred due to wash sales.

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

Unrealized appreciation

$ 143,538

Unrealized depreciation

(112,360)

Net unrealized appreciation (depreciation)

31,178

Undistributed ordinary income

28,761

Undistributed long-term capital gain

7,386

Cost for federal income tax purposes

$ 6,365,013

The tax character of distributions paid was as follows:

December 31, 2007

December 31, 2006

Ordinary Income

$ 321,590

$ 199,188

Long-term Capital Gains

19,401

13,762

Total

$ 340,991

$ 212,950

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

4. Operating Policies.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Operating Policies - continued

Repurchase Agreements - continued

(including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

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

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

Loans and Other Direct Debt Instruments. The Fund may invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments, including revolving credit facilities, that obligate the Fund to supply additional cash to the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary. The Fund may be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these investments

Swap Agreements. The Fund may invest in swaps for the purpose of managing its exposure to interest rate, credit or market risk. Interest rate swaps are agreements to exchange cash flows periodically based on a notional principal amount, for example, the exchange of fixed rate interest payments for floating rate interest payments. The primary risk associated with interest rate swaps is that unfavorable changes in the fluctuation of interest rates could adversely impact a fund.

Annual Report

4. Operating Policies - continued

Swap Agreements - continued

Swaps are marked-to-market daily based on dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Periodic payments received or made by the Fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively. Gains or losses are realized upon early termination of the swap agreement. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with a fund's custodian in compliance with swap contracts. Risks may exceed amounts recognized on the Statement of Assets and Liabilities. These risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts' terms and the possible lack of liquidity with respect to the swap agreements. Details of swap agreements open at period end are included in the Fund's Schedule of Investments under the caption "Swap Agreements".

5. Purchases and Sales of Investments.

Purchases and sales of securities (including the Fixed Income Central Funds), other than short-term securities and U.S. government securities, aggregated $3,220,957 and $2,551,985, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .57% of the Fund's average net assets.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

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

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

$ 3,067

$ 683

Class T

0%

.25%

5,524

253

Class B

.65%

.25%

3,020

2,182

Class C

.75%

.25%

7,752

2,181

$ 19,363

$ 5,299

On January 18, 2007, the Board of Trustees approved an increase in Class A's Service fee from .15% to .25%, effective April 1, 2007.

Sales Load. FDC receives a front-end sales charge of up to 4.00% for selling Class A and Class T shares, (4.75% for Class A and 3.50% for Class T shares prior to April 1, 2007), some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

Retained
by FDC

Class A

$ 528

Class T

145

Class B*

693

Class C*

120

$ 1,486

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

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

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

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

Amount

% of
Average
Net Assets

Class A

$ 2,300

.17

Class T

3,017

.14

Class B

790

.24

Class C

1,357

.18

Institutional Class

1,289

.16

$ 8,753

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The fee is based on the level of average net assets for the month.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $11 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. 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. The average daily loan balance during the period for which loans were outstanding amounted to $11,371. The weighted average interest rate was 4.88%. The interest expense amounted to $2 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

9. Expense Reductions.

Through arrangements with the Fund's custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $78.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

9. Expense Reductions - continued

During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class A

$ 23

Class T

6

Class C

1

Institutional Class

6

$ 36

10. Credit Risk.

The Fund's relatively large investment in countries with limited or developing capital markets may involve greater risks than investments in more developed markets and the prices of such investments may be volatile. The yields of emerging market debt obligations reflect, among other things, perceived credit risk. The consequences of political, social or economic changes in these markets may have disruptive effects on the market prices of the Fund's investments and the income they generate, as well as the Fund's ability to repatriate such amounts.

11. Other.

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

In September 2006, FIIOC, the Fund's transfer agent notified the Fund that the Fund's books and records did not reflect a conversion of certain Class B to Class A shares upon their conversion date. In March 2007, FIIOC converted the relevant Class B shares to Class A shares and recorded the conversion in the books and records of the Fund which did not result in a material impact to the Fund's reported net assets or results of operations in the accompanying financial statements. FIIOC has remediated affected shareholders and reimbursed the Fund for all related audit and legal expenses.

The United States Securities and Exchange Commission ("SEC") is conducting an investigation of FMR (covering the years 2002 to 2004) arising from gifts, gratuities and

Annual Report

11. Other - continued

business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during that period. FMR is in discussions with the SEC staff regarding the possible resolution of the matter, but as of period-end no final resolution has been reached.

In December 2006, the Independent Trustees completed their own investigation of the matter with the assistance of independent counsel. The Independent Trustees and FMR agree that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and is worthy of redress. Accordingly, the Independent Trustees have requested and FMR has agreed to pay $42 million to Fidelity mutual funds, plus interest to be determined at the time that payment is made. A method of allocating this payment among the funds has not yet been determined. The total payment to the Fund is not anticipated to have a material impact on the Fund's net assets. In addition, FMR reimbursed related legal expenses which are recorded in the accompanying Statement of Operations as an expense reduction.

12. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended December 31,

2007

2006

From net investment income

Class A

$ 69,443

$ 39,561

Class T

114,586

85,776

Class B

14,875

14,254

Class C

34,291

25,171

Institutional Class

43,532

30,494

Total

$ 276,727

$ 195,256

From net realized gain

Class A

$ 19,657

$ 3,611

Class T

22,248

7,750

Class B

3,708

1,297

Class C

9,265

2,586

Institutional Class

9,386

2,450

Total

$ 64,264

$ 17,694

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

13. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Years ended December 31,

2007

2006

2007

2006

Class A

Shares sold

105,260

40,212

$ 1,231,222

$ 466,984

Reinvestment of distributions

6,633

3,038

77,535

35,402

Shares redeemed

(26,839)

(18,183)

(314,378)

(210,949)

Net increase (decrease)

85,054

25,067

$ 994,379

$ 291,437

Class T

Shares sold

61,556

77,408

$ 723,556

$ 898,907

Reinvestment of distributions

11,119

7,566

130,043

88,116

Shares redeemed

(76,260)

(34,402)

(891,357)

(398,985)

Net increase (decrease)

(3,585)

50,572

$ (37,758)

$ 588,038

Class B

Shares sold

5,950

6,165

$ 69,926

$ 71,729

Reinvestment of distributions

1,194

980

13,990

11,432

Shares redeemed

(7,422)

(7,683)

(87,195)

(89,296)

Net increase (decrease)

(278)

(538)

$ (3,279)

$ (6,135)

Class C

Shares sold

26,139

20,716

$ 306,154

$ 240,191

Reinvestment of distributions

2,725

1,708

31,803

19,867

Shares redeemed

(12,340)

(11,121)

(144,301)

(128,793)

Net increase (decrease)

16,524

11,303

$ 193,656

$ 131,265

Institutional Class

Shares sold

37,630

32,933

$ 445,192

$ 385,367

Reinvestment of distributions

3,340

2,240

39,395

26,269

Shares redeemed

(20,371)

(24,654)

(241,121)

(288,543)

Net increase (decrease)

20,599

10,519

$ 243,466

$ 123,093

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series II and Shareholders of Fidelity Advisor Strategic Income Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor Strategic Income Fund (the Fund), a fund of Fidelity Advisor Series II, including the schedule of investments, as of December 31, 2007, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2007, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Advisor Strategic Income Fund as of December 31, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 29, 2008

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 373 funds advised by FMR or an affiliate. Mr. Curvey oversees 368 funds advised by FMR or an affiliate.

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

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

Interested Trustees*:

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

Name, Age; Principal Occupation

Edward C. Johnson 3d (77)

Year of Election or Appointment: 1986

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL). Mr. Edward C. Johnson 3d and Mr. Arthur E. Johnson are not related.

James C. Curvey (72)

Year of Election or Appointment: 2007

Mr. Curvey also serves as Trustee (2007-present) or Member of the Advisory Board (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of FMR and FMR Co., Inc. (2007-
present). Mr. Curvey is also Vice Chairman (2006-present) and Director of FMR LLC. Mr. Curvey joined Fidelity in 1982 and served in numerous senior management positions, including President and Chief Operating Officer of FMR LLC (1997-2000) and President of Fidelity Strategic Investments (2000-2002). In addition, he serves as a member of the Board of Directors of Geerlings & Wade, Inc. (wine distribution).

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR. FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.

Independent Trustees:

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

Name, Age; Principal Occupation

Dennis J. Dirks (59)

Year of Election or Appointment: 2005

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

Albert R. Gamper, Jr. (65)

Year of Election or Appointment: 2006

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

George H. Heilmeier (71)

Year of Election or Appointment: 2004

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

James H. Keyes (67)

Year of Election or Appointment: 2007

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

Marie L. Knowles (61)

Year of Election or Appointment: 2001

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

Ned C. Lautenbach (63)

Year of Election or Appointment: 2000

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

Cornelia M. Small (63)

Year of Election or Appointment: 2005

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

William S. Stavropoulos (68)

Year of Election or Appointment: 2001

Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment firm, 2005-present). He is a special advisor to Clayton, Dubilier & Rice, Inc., a private equity investment firm. He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Kenneth L. Wolfe (68)

Year of Election or Appointment: 2005

Mr. Wolfe is Chairman and a Director of Hershey Foods Corporation (2007-present), where prior to his retirement in 2001, he was Chairman and Chief Executive Officer. Mr. Wolfe currently serves as a member of the board of Revlon Inc. (2004-present). Previously, Mr. Wolfe served as a member of the boards of Adelphia Communications Corporation (2003-2006) and Bausch & Lomb, Inc. (1993-2007).

Advisory Board Members and Executive Officers**:

Correspondence intended for Mr. Mauriello, Mr. Thomas, Mr. Wiley, Mr. Lacy, and Mr. Arthur Johnson may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Arthur E. Johnson (60)

Year of Election or Appointment: 2008

Member of the Advisory Board of Fidelity Advisor Series II. Mr. Johnson serves as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor). In addition, Mr. Johnson serves as a member of the Board of Directors of AGL Resources, Inc. (holding company, 2002-present), and IKON Office Solutions, Inc. (document management systems and services).
Mr. Arthur E. Johnson and Mr. Edward C. Johnson 3d are not related.

Name, Age; Principal Occupation

Alan J. Lacy (54)

Year of Election or Appointment: 2008

Member of the Advisory Board of Fidelity Advisor Series II. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (a private equity firm). Mr. Lacy also served as Vice Chairman and Chief Executive Officer of Sears Holdings Corporation and Sears, Roebuck and Co. (retail, 2005-2006; 2000-2005). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb (global pharmaceuticals, 2007-present). Mr. Lacy is a Trustee of the National Parks Conservation Association and The Field Museum of Natural History.

Peter S. Lynch (63)

Year of Election or Appointment: 2003

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

Joseph Mauriello (63)

Year of Election or Appointment: 2007

Member of the Advisory Board of Fidelity Advisor Series II. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-
2004) of KPMG LLP US (professional services firm, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance company, 2006-
present) and of Arcadia Resources Inc. (health care services and products, 2007-present). He also served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

David M. Thomas (58)

Year of Election or Appointment: 2007

Member of the Advisory Board of Fidelity Advisor Series II. Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Heath, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products holding company), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (57)

Year of Election or Appointment: 2007

Member of the Advisory Board of Fidelity Advisor Series II. Mr. Wiley also serves as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). He serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production company, 2005-present). In addition, he also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting firm, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment firm), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services company, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production company, 2001-2005).

Kimberley H. Monasterio (44)

Year of Election or Appointment: 2007

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

Ren Y. Cheng (50)

Year of Election or Appointment: 2007

Vice President of Advisor Strategic Income. Mr. Cheng also serves as Vice President of certain Asset Allocation Funds (2007-present). Mr. Cheng is Chief Investment Officer of the Global Asset Allocation group (2007-present). Mr. Cheng also serves as Vice President of FMR and FMR Co., Inc. Mr. Cheng served as Managing Director of the Global Asset Allocation group (2005-2007). Previously, Mr. Cheng served as a portfolio manager for the Fidelity Freedom Funds.

Boyce I. Greer (51)

Year of Election or Appointment: 2005

Vice President of Advisor Strategic Income. Mr. Greer also serves as Vice President of certain Asset Allocation Funds (2005-present), Fixed-Income Funds (2006-present), and Money Market Funds (2006-present). Mr. Greer is also a Trustee of other investment companies advised by FMR (2003-present). Mr. Greer is an Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present), and Senior Vice President of Fidelity Investments Money Management, Inc. (2006-present). Previously, Mr. Greer served as Vice President of certain Fidelity Equity Funds (2005-2007), a Director and Managing Director of Strategic Advisers, Inc. (2002-2005), and Executive Vice President (2000-2002) and Money Market Group Leader (1997-2002) of the Fidelity Investments Fixed Income Division. Mr. Greer also served as Vice President of Fidelity's Money Market Funds (1997-2002), Senior Vice President of FMR (1997-2002), and Vice President of FIMM (1998-2002).

Eric D. Roiter (59)

Year of Election or Appointment: 1998

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

John B. McGinty, Jr. (45)

Year of Election or Appointment: 2008

Assistant Secretary of Advisor Strategic Income. Mr. McGinty also serves as Assistant Secretary of other Fidelity funds (2008-present) and is an employee of FMR LLC (2004-present). Mr. McGinty also serves as Senior Vice President, Secretary, and Chief Legal Officer of Fidelity Distributors Corporation (FDC) (2007-present). Before joining Fidelity Investments, Mr. McGinty practiced law at Ropes & Gray, LLP.

R. Stephen Ganis (41)

Year of Election or Appointment: 2006

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

Joseph B. Hollis (59)

Year of Election or Appointment: 2006

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

Kenneth A. Rathgeber (60)

Year of Election or Appointment: 2004

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

Bryan A. Mehrmann (46)

Year of Election or Appointment: 2005

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

Kenneth B. Robins (38)

Year of Election or Appointment: 2005

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

Robert G. Byrnes (41)

Year of Election or Appointment: 2005

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

Peter L. Lydecker (53)

Year of Election or Appointment: 2004

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

Paul M. Murphy (60)

Year of Election or Appointment: 2007

Assistant Treasurer of Advisor Strategic Income. Mr. Murphy also serves as Assistant Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2007-present). Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity Funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services Group (FPCMS) (1994-2007).

Gary W. Ryan (49)

Year of Election or Appointment: 2005

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

** FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.

Annual Report

Distributions

The Board of Trustees of Advisor Strategic Income Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities.

Pay Date

Record Date

Capital Gains

Class A

02/19/08

02/15/08

$0.07

Class T

02/19/08

02/15/08

$0.07

Class B

02/19/08

02/15/08

$0.07

Class C

02/19/08

02/15/08

$0.07

The fund hereby designates as a capital gain dividend with respect to the taxable year ended December 31, 2007, $22,210,317 or, if subsequently determined to be different, the net capital gain of such year.

The fund designates $194,970,909 of distributions paid during the period January 1, 2007 to December 31, 2007 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2008 of amounts for use in preparing 2007 income tax returns.

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Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Research & Analysis Company

Fidelity Investments Japan Limited

Fidelity International Investment Advisors

Fidelity International Investment Advisors (U.K.) Limited

Fidelity Investments Money Management, Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York

New York, NY

SI-UANN-0208
1.787727.104

(Fidelity Investment logo)(registered trademark)

(Fidelity Investment logo)(registered trademark)
Fidelity ® Advisor
Strategic Income
Fund - Institutional Class

Annual Report

December 31, 2007

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

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

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

Trustees and Officers

<Click Here>

Distributions

<Click Here>

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

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

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

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

Annual Report

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Many stock and bond markets around the world have been unsettled of late; however, volatility can often lead to opportunity for patient investors. Financial markets are always unpredictable, but there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended December 31, 2007

Past 1
year

Past 5
years

Past 10
years

Institutional Class

5.42%

8.87%

7.26%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Advisor Strategic Income Fund - Institutional Class on December 31, 1997. The chart shows how the value of your investment would have changed, and also shows how the Merrill Lynch® U.S. High Yield Master II Constrained Index performed over the same period.



Annual Report

Management's Discussion of Fund Performance

Comments from Derek Young, who became sole Lead Manager of Fidelity® Advisor Strategic Income Fund on September 4, 2007

It was a year of contrasts in the bond markets. Robust global economic growth during the first half of the year ending December 31, 2007, boosted yields and pushed bond prices lower across the fund's four major bond categories. By midyear, however, concerns about a weaker U.S. economy, the subprime-mortgage-related "credit crunch" and the Federal Reserve Board's moves to reduce interest rates sparked a flight to higher-quality fixed-income securities. Against this volatile backdrop, the U.S. government debt market, as represented by the Lehman Brothers® U.S. Government Index, gained 8.66%. The Citigroup® Non-U.S. Group of 7 Index - a gauge of the debt performance of major economies outside the United States - rose 13.05%. Emerging-markets debt results were slightly more muted, as the J.P. Morgan Emerging Markets Bond Index Global rose 6.28%. U.S. high-yield bonds fared worst, with the market's diminishing appetite for risk causing prices to fall, as demonstrated by the anemic 2.53% increase of the Merrill Lynch® U.S. High Yield Master II Constrained Index.

During the past year, the fund's Institutional Class shares returned 5.42%, compared with 6.52% for the Fidelity Strategic Income Composite Index. Each of the four debt categories had positive absolute returns, and a defensive strategy of underweighting the higher-risk areas of high-yield and emerging-markets debt helped relative results. However, during a highly volatile period in the bond markets, each of the individual subportfolios underperformed its respective benchmark due to sub-par security selection. In the case of the high-yield allocation, that underweighting helped, although the small portion of high-yield assets that was allocated to the Fidelity Floating Rate Central Fund - a group of assets that is better collateralized than high-yield assets but tends to fare less well when interest rates are falling - offset most of the positive effects of that underweighting. On average, the fund maintained more or less neutral weightings in both the U.S. government and developed-markets debt categories, although those weightings were increased as the period progressed in order to impart a greater quality bias to the fund's asset allocation strategy.

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

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2007 to December 31, 2007).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the Fund, as a share-holder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Annual Report

Shareholder Expense Example - continued

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

Beginning
Account Value
July 1, 2007

Ending
Account Value
December 31, 2007

Expenses Paid
During Period
*
July 1, 2007 to
December 31, 2007

Class A

Actual

$ 1,000.00

$ 1,035.20

$ 5.18

HypotheticalA

$ 1,000.00

$ 1,020.11

$ 5.14

Class T

Actual

$ 1,000.00

$ 1,035.40

$ 5.03

HypotheticalA

$ 1,000.00

$ 1,020.27

$ 4.99

Class B

Actual

$ 1,000.00

$ 1,031.30

$ 8.86

HypotheticalA

$ 1,000.00

$ 1,016.48

$ 8.79

Class C

Actual

$ 1,000.00

$ 1,031.30

$ 9.01

Hypothetical A

$ 1,000.00

$ 1,016.33

$ 8.94

Institutional Class

Actual

$ 1,000.00

$ 1,036.20

$ 3.90

HypotheticalA

$ 1,000.00

$ 1,021.37

$ 3.87

A 5% return per year before expenses

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

Annualized
Expense Ratio

Class A

1.01%

Class T

.98%

Class B

1.73%

Class C

1.76%

Institutional Class

.76%

Annual Report

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

Investment Changes

Top Five Holdings as of December 31, 2007

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

U.S. Treasury Obligations

16.3

12.1

Fannie Mae

11.1

10.3

Freddie Mac

7.8

7.3

German Federal Republic

3.2

0.2

Japan Government

2.5

2.2

40.9

Top Five Market Sectors as of December 31, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

8.1

9.3

Financials

6.4

7.2

Telecommunication Services

4.5

5.4

Information Technology

4.5

4.3

Energy

4.1

4.1

Quality Diversification (% of fund's net assets)

As of December 31, 2007

As of June 30, 2007

U.S. Government and U.S. Government
Agency
Obligations 35.4%

U.S. Government and U.S. Government
Agency
Obligations 29.9%

AAA,AA,A 14.6%

AAA,AA,A 13.7%

BBB 5.3%

BBB 5.0%

BB 14.1%

BB 15.5%

B 17.6%

B 17.7%

CCC,CC,C 5.9%

CCC,CC,C 6.1%

Not Rated 1.6%

Not Rated 4.0%

Equities 0.4%

Equities 0.6%

Short-Term
Investments and
Net Other Assets 5.1%

Short-Term
Investments and
Net Other Assets 7.5%

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

Asset Allocation (% of fund's net assets)

As of December 31, 2007*

As of June 30, 2007**

Preferred Securities 0.8%

Preferred Securities 0.8%

Corporate Bonds 29.5%

Corporate Bonds 30.6%

U.S. Government and U.S. Government
Agency
Obligations 35.4%

U.S. Government and U.S. Government
Agency
Obligations 29.9%

Foreign Government
& Government
Agency
Obligations 18.9%

Foreign Government
& Government
Agency
Obligations 18.9%

Floating Rate Loans 8.7%

Floating Rate Loans 10.3%

Stocks 0.4%

Stocks 0.6%

Other Investments 1.2%

Other Investments 1.4%

Short-Term
Investments and
Net Other Assets 5.1%

Short-Term
Investments and
Net Other Assets 7.5%

* Foreign
investments

30.3%

** Foreign investments

28.5%

* Swaps

4.1%

** Swaps

1.7%

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

Annual Report

Investments December 31, 2007

Showing Percentage of Net Assets

Corporate Bonds - 29.2%

Principal Amount (000s)(d)

Value
(000s)

Convertible Bonds - 0.0%

INFORMATION TECHNOLOGY - 0.0%

Semiconductors & Semiconductor Equipment - 0.0%

ON Semiconductor Corp. 0% 4/15/24

$ 450

$ 488

Nonconvertible Bonds - 29.2%

CONSUMER DISCRETIONARY - 4.7%

Auto Components - 0.1%

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

2,950

2,596

Visteon Corp. 7% 3/10/14

4,185

3,139

5,735

Automobiles - 0.3%

DaimlerChrysler NA Holding Corp. 4.375% 3/16/10

EUR

1,350

1,945

General Motors Corp.:

7.125% 7/15/13

5,440

4,719

7.2% 1/15/11

5,440

5,005

8.375% 7/5/33

EUR

1,000

1,132

8.375% 7/15/33

9,880

7,978

20,779

Diversified Consumer Services - 0.1%

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

2,990

2,930

Hotels, Restaurants & Leisure - 1.0%

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

1,800

1,737

Carrols Corp. 9% 1/15/13

4,095

3,716

Gaylord Entertainment Co.:

6.75% 11/15/14

3,690

3,478

8% 11/15/13

920

917

Mandalay Resort Group:

6.375% 12/15/11

4,220

4,157

6.5% 7/31/09

1,995

1,995

MGM Mirage, Inc.:

6% 10/1/09

1,050

1,040

6.625% 7/15/15

1,595

1,491

6.75% 9/1/12

1,310

1,277

6.75% 4/1/13

1,020

984

6.875% 4/1/16

1,935

1,819

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

MGM Mirage, Inc.: - continued

7.5% 6/1/16

$ 1,965

$ 1,936

8.5% 9/15/10

435

450

Mohegan Tribal Gaming Authority 6.875% 2/15/15

2,140

2,012

OSI Restaurant Partners, Inc. 10% 6/15/15 (g)

9,175

6,927

Scientific Games Corp. 6.25% 12/15/12

660

637

Shingle Springs Tribal Gaming Authority 9.375% 6/15/15 (g)

1,540

1,494

Six Flags, Inc.:

8.875% 2/1/10

3,520

2,851

9.625% 6/1/14

1,095

816

9.75% 4/15/13

7,360

5,630

Speedway Motorsports, Inc. 6.75% 6/1/13

3,495

3,443

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

3,328

3,162

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

2,555

2,657

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

5,060

4,984

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

0% 1/15/13 (e)

1,070

717

9% 1/15/12

575

460

Waterford Gaming LLC/Waterford Gaming Finance Corp. 8.625% 9/15/14 (g)

1,430

1,409

62,196

Household Durables - 0.0%

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

2,375

2,423

Leisure Equipment & Products - 0.0%

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

720

657

Media - 2.4%

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

2,610

2,741

Cablemas SA de CV 9.375% 11/15/15 (Reg. S)

5,935

6,380

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

860

813

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

11% 10/1/15

15,983

13,026

11% 10/1/15

1,290

1,032

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

Series B, 10.25% 9/15/10

3,850

3,773

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

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

10.25% 9/15/10

$ 2,720

$ 2,652

CSC Holdings, Inc.:

6.75% 4/15/12

3,075

2,967

7.625% 7/15/18

2,690

2,471

7.875% 2/15/18

4,864

4,481

EchoStar Communications Corp.:

6.375% 10/1/11

3,705

3,677

6.625% 10/1/14

9,095

8,981

7% 10/1/13

3,800

3,895

7.125% 2/1/16

4,615

4,661

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

1,550

1,302

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

1,205

1,253

Lamar Media Corp. 6.625% 8/15/15 (g)

13,230

12,701

Liberty Media Corp.:

8.25% 2/1/30

5,895

5,657

8.5% 7/15/29

13,390

13,115

Livent, Inc. yankee 9.375% 10/15/04 (c)

300

3

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

850

876

PanAmSat Corp.:

6.375% 1/15/08

490

490

9% 8/15/14

4,820

4,844

9% 6/15/16

2,240

2,251

Rainbow National LLC & RNS Co. Corp.:

8.75% 9/1/12 (g)

3,280

3,362

10.375% 9/1/14 (g)

9,610

10,403

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

635

627

The Reader's Digest Association, Inc. 9% 2/15/17 (g)

3,000

2,535

TL Acquisitions, Inc. 10.5% 1/15/15 (g)

21,420

20,563

Videotron Ltee 6.875% 1/15/14

550

535

142,067

Multiline Retail - 0.1%

The Bon-Ton Department Stores, Inc. 10.25% 3/15/14

6,099

4,666

Specialty Retail - 0.5%

AutoNation, Inc. 7.2425% 4/15/13 (j)

1,000

938

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

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

$ 6,135

$ 4,923

Claire's Stores, Inc.:

9.25% 6/1/15 (g)

4,445

3,078

9.625% 6/1/15 pay-in-kind (g)

8,585

5,494

Michaels Stores, Inc.:

0% 11/1/16 (e)

445

249

10% 11/1/14

4,990

4,790

11.375% 11/1/16

12,060

11,216

30,688

Textiles, Apparel & Luxury Goods - 0.2%

Levi Strauss & Co.:

8.875% 4/1/16

7,535

7,309

9.75% 1/15/15

3,880

3,870

11,179

TOTAL CONSUMER DISCRETIONARY

283,320

CONSUMER STAPLES - 0.5%

Beverages - 0.0%

Cerveceria Nacional Dominicana C por A:

16% 3/27/12

150

150

16% 3/27/12 (g)

1,527

1,526

1,676

Food & Staples Retailing - 0.1%

Rite Aid Corp.:

9.375% 12/15/15

2,870

2,361

9.5% 6/15/17

4,310

3,567

5,928

Food Products - 0.3%

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

1,685

1,769

Gruma SA de CV 7.75%

6,460

6,331

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

370

280

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

420

416

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

900

855

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

CONSUMER STAPLES - continued

Food Products - continued

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

$ 3,250

$ 3,023

Smithfield Foods, Inc. 7.75% 7/1/17

2,810

2,719

15,393

Household Products - 0.1%

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

260

226

Procter & Gamble Co. 4.875% 10/24/11

EUR

1,350

1,970

2,196

Personal Products - 0.0%

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

470

461

Tobacco - 0.0%

BAT Holdings BV 4.375% 9/15/14

EUR

1,500

2,035

TOTAL CONSUMER STAPLES

27,689

ENERGY - 3.3%

Energy Equipment & Services - 0.2%

CHC Helicopter Corp. 7.375% 5/1/14

3,185

3,002

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

2,530

2,441

Helix Energy Solutions Group, Inc. 9.5% 1/15/16 (g)

3,970

4,039

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

1,020

1,076

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

1,290

1,595

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

3,290

3,479

15,632

Oil, Gas & Consumable Fuels - 3.1%

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

2,165

2,370

Atlas Pipeline Partners LP 8.125% 12/15/15

4,710

4,663

Berry Petroleum Co. 8.25% 11/1/16

2,930

2,989

Chaparral Energy, Inc.:

8.5% 12/1/15

2,530

2,271

8.875% 2/1/17 (g)

2,070

1,868

Chesapeake Energy Corp.:

6.5% 8/15/17

8,855

8,545

6.875% 11/15/20

7,280

6,989

7% 8/15/14

865

869

7.5% 6/15/14

850

867

7.625% 7/15/13

8,300

8,591

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Colorado Interstate Gas Co. 6.8% 11/15/15

$ 5,320

$ 5,599

Connacher Oil and Gas Ltd. 10.25% 12/15/15 (g)

4,560

4,555

Drummond Co., Inc. 7.375% 2/15/16 (g)

4,000

3,710

Encore Acquisition Co. 6.25% 4/15/14

1,500

1,388

ENI SpA 4.75% 11/14/17

EUR

5,700

7,989

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

570

549

Forest Oil Corp. 8% 12/15/11

480

499

Gaz Capital SA (Luxembourg):

6.58% 10/31/13

GBP

900

1,707

6.605% 2/13/18

EUR

1,200

1,686

Harvest Operations Corp. 7.875% 10/15/11

1,170

1,100

InterNorth, Inc. 9.625% 3/16/06 (c)

935

168

Mariner Energy, Inc. 8% 5/15/17

1,420

1,353

Massey Energy Co. 6.875% 12/15/13

6,330

5,982

OPTI Canada, Inc. 7.875% 12/15/14 (g)

5,250

5,139

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

4,240

4,176

Peabody Energy Corp.:

7.375% 11/1/16

5,640

5,753

7.875% 11/1/26

5,640

5,725

Pemex Project Funding Master Trust:

5.5% 2/24/25 (g)

EUR

750

1,031

5.75% 3/1/18 (g)

1,835

1,829

6.625% 6/15/35

4,470

4,660

6.625% 6/15/35 (g)

1,320

1,378

Petrohawk Energy Corp. 9.125% 7/15/13

6,000

6,315

Petroleos de Venezuela SA:

5.25% 4/12/17

13,610

9,711

5.375% 4/12/27

14,640

8,930

Petrozuata Finance, Inc.:

7.63% 4/1/09 (g)

6,378

6,394

8.22% 4/1/17 (g)

6,748

7,018

Range Resources Corp. 7.375% 7/15/13

2,190

2,234

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

7,015

7,120

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

1,560

1,505

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

1,220

1,177

Tennessee Gas Pipeline Co.:

7% 10/15/28

550

568

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Tennessee Gas Pipeline Co.: - continued

7.5% 4/1/17

$ 7,600

$ 8,321

7.625% 4/1/37

1,035

1,148

8.375% 6/15/32

1,155

1,338

TNK-BP Finance SA 6.875% 7/18/11 (g)

4,425

4,375

Transcontinental Gas Pipe Line Corp.:

7% 8/15/11

330

347

8.875% 7/15/12

1,455

1,655

Venoco, Inc. 8.75% 12/15/11

1,470

1,455

W&T Offshore, Inc. 8.25% 6/15/14 (g)

5,300

4,982

YPF SA 10% 11/2/28

4,335

4,834

185,425

TOTAL ENERGY

201,057

FINANCIALS - 5.8%

Capital Markets - 0.2%

Lehman Brothers Holdings, Inc. 5.375% 10/17/12

EUR

1,800

2,500

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

EUR

800

1,065

Morgan Stanley 4.953% 7/20/12 (j)

EUR

2,880

3,992

Nuveen Investments, Inc. 10.5% 11/15/15 (g)

5,620

5,564

13,121

Commercial Banks - 1.5%

Alliance & Leicester PLC 4.25% 12/30/08

GBP

1,250

2,409

Banca Popolare di Bergamo 8.364% (j)

EUR

1,000

1,553

Banca Popolare di Lodi Investor Trust III 6.742% (j)

EUR

1,300

1,800

Bancaja Emisiones SA 4.625% (j)

EUR

1,725

1,922

Banco de Credito Del Peru 7.17% 10/15/22 (g)(j)

PEN

7,418

2,499

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

EUR

1,150

1,577

Caja Madrid SA 4.929% 10/17/16 (j)

EUR

1,500

2,135

City of Kiev 8.75% 8/8/08 (Issued by Dresdner Bank AG for City of Kiev)

1,915

1,932

Credit Agricole SA 4.785% 9/30/08 (j)

EUR

1,000

1,459

Development Bank of Philippines 8.375% (j)

5,155

5,361

DnB NOR Bank ASA 4.9314% 8/11/09 (j)

CAD

1,500

1,514

Eksportfinans AS 4.375% 9/20/10

EUR

3,900

5,663

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Commercial Banks - continued

EXIM of Ukraine 7.75% 9/23/09 (Issued by Dresdner Bank AG for EXIM Ukraine)

$ 2,185

$ 2,212

Export-Import Bank of India 1.5081% 6/7/12 (j)

JPY

320,000

2,858

HBOS Treasury Services PLC 5.0171% 1/19/10 (j)

CAD

1,500

1,513

Intesa Sanpaolo SpA 6.375% 11/12/17 (j)

GBP

1,500

2,926

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

EUR

1,500

1,896

Korea Development Bank (Reg.) 0.87% 6/28/10

JPY

600,000

5,278

Kyivstar GSM:

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

3,260

3,252

10.375% 8/17/09 (Issued by Dresdner Bank AG for Kyivstar GSM) (g)

7,090

7,445

10.375% 8/17/09 (Issued by Dresdner Bank AG for Kyivstar GSM)

300

315

Natixis SA 4.876% 1/26/17 (j)

EUR

1,100

1,520

Rabobank Nederland 4.125% 4/4/12

EUR

10,000

14,289

Russian Standard Finance SA 6.825% 9/16/09

EUR

1,250

1,679

Santander Finance Preferred SA Unipersonal 7.005% (j)

GBP

800

1,553

Santander Issuances SA Unipersonal 5.75% 1/31/18 (j)

GBP

800

1,543

Standard Chartered Bank:

3.625% 2/3/17 (f)

EUR

385

515

5.065% 3/28/18 (j)

EUR

1,250

1,738

Sumitomo Mitsui Banking Corp. 1.8738% (j)

JPY

100,000

901

Vimpel Communications:

8% 2/11/10 (Issued by UBS Luxembourg SA for Vimpel Communications)

4,111

4,157

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

1,830

1,899

87,313

Consumer Finance - 0.7%

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

1,420

1,367

Ford Credit Europe PLC 5.765% 9/30/09 (j)

EUR

1,500

1,948

Ford Motor Credit Co. LLC:

5.8% 1/12/09

485

460

7.375% 10/28/09

2,085

1,962

7.875% 6/15/10

2,770

2,556

9.875% 8/10/11

7,610

7,198

GE Capital European Funding 4.75% 9/28/12

EUR

2,050

2,949

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Consumer Finance - continued

General Motors Acceptance Corp.:

6.875% 9/15/11

$ 5,190

$ 4,412

6.875% 8/28/12

6,460

5,413

HSBC Finance Corp. 4.875% 5/30/17

EUR

2,450

3,315

SLM Corp.:

5.098% 6/15/09 (j)

EUR

550

767

5.148% 12/15/10 (j)

EUR

1,100

1,512

Toyota Motor Credit Corp. 5.25% 12/10/10

GBP

4,350

8,627

42,486

Diversified Financial Services - 2.1%

AB Svensk Exportkredit 4.5% 6/7/10

EUR

3,750

5,473

BA Covered Bond 4.125% 4/5/12

EUR

5,650

8,014

Banca Italease SpA 4.803% 2/2/10 (j)

EUR

3,000

4,145

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

CAD

16,600

16,869

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

4,520

4,339

CEMEX Finance Europe BV 4.75% 3/5/14

EUR

1,250

1,626

Dexia Municipal Agency 4.5% 11/13/17

EUR

11,150

15,962

Ex-Im Ukraine 7.65% 9/7/11 (Issued by Credit Suisse London Branch for Ex-Im Ukraine)

7,185

7,240

GE Capital UK Funding 5.875% 11/1/12

GBP

8,500

17,098

Getin Finance PLC 6.589% 5/13/09 (j)

EUR

650

909

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

2,056

1,915

Hyundai Capital Services, Inc. 1.6% 3/14/08

JPY

300,000

2,690

IFIL Finanziaria di Partecipazioni SpA 5.375% 6/12/17

EUR

1,450

1,987

Imperial Tobacco Finance 4.375% 11/22/13

EUR

900

1,204

KAR Holdings, Inc.:

8.75% 5/1/14 (g)

1,990

1,846

10% 5/1/15 (g)

2,100

1,880

NCO Group, Inc. 11.875% 11/15/14

2,930

2,725

OAO TMK 8.5% 9/29/09 (Issued by TMK Capital SA for OAO TMK)

15,300

15,453

Pakistan International Sukuk Co. Ltd. 7.5703% 1/27/10 (j)

4,110

3,905

Red Arrow International Leasing PLC 8.375% 3/31/12

RUB

33,216

1,366

ROSBANK (OJSC JSCB) 8% 9/30/09 (Issued by Dali Capital PLC for ROSBANK (OJSC JSCB))

RUB

26,200

1,045

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financial Services - continued

TransCapitalInvest Ltd. (Reg. S) 5.381% 6/27/12

EUR

1,400

$ 1,997

WaMu Covered Bond Program 4.375% 5/19/14

EUR

3,900

5,387

125,075

Insurance - 0.2%

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

GBP

1,000

1,851

Eureko BV 5.125% (j)

EUR

1,500

2,019

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

EUR

1,200

1,561

Groupama SA 6.298% (j)

EUR

850

1,162

Muenchener Rueckversicherungs-Gesellschaft AG 5.767% (j)

EUR

1,800

2,411

Novae Group plc 8.375% 4/27/17 (j)

GBP

450

913

Old Mutual plc 4.5% 1/18/17 (j)

EUR

1,000

1,363

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

EUR

800

1,100

12,380

Real Estate Investment Trusts - 0.3%

BF Saul REIT 7.5% 3/1/14

3,400

3,188

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

6,640

6,109

Senior Housing Properties Trust 7.875% 4/15/15

6,211

6,397

15,694

Real Estate Management & Development - 0.7%

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

7.125% 2/15/13

3,265

3,045

8.125% 6/1/12

2,590

2,512

Inversiones y Representaciones SA 8.5% 2/2/17 (g)

5,580

4,743

Realogy Corp.:

10.5% 4/15/14 (g)

23,690

18,004

11% 4/15/14 pay-in-kind (g)

17,145

12,173

12.375% 4/15/15 (g)

2,075

1,349

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

EUR

1,250

1,647

43,473

Thrifts & Mortgage Finance - 0.1%

Compagnie de Financement Foncier 4.625% 9/23/17

EUR

5,900

8,516

TOTAL FINANCIALS

348,058

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

HEALTH CARE - 1.3%

Health Care Equipment & Supplies - 0.1%

Bausch & Lomb, Inc. 9.875% 11/1/15 (g)

$ 2,130

$ 2,157

Invacare Corp. 9.75% 2/15/15

1,530

1,549

3,706

Health Care Providers & Services - 1.1%

Cardinal Health, Inc. 9.5% 4/15/15 pay-in-kind (g)

5,520

5,078

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

1,880

1,936

DaVita, Inc. 6.625% 3/15/13

530

525

Fresenius Medical Care Capital Trust IV 7.875% 6/15/11

1,000

1,038

HCA, Inc.:

9.125% 11/15/14

5,745

5,968

9.25% 11/15/16

10,235

10,747

9.625% 11/15/16 pay-in-kind

10,995

11,655

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

1,355

1,294

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

3,652

3,908

Sun Healthcare Group, Inc. 9.125% 4/15/15

310

312

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

3,040

3,162

Tenet Healthcare Corp.:

9.25% 2/1/15

5,795

5,389

9.875% 7/1/14

5,330

5,090

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

1,300

1,274

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

585

433

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

7,390

7,113

64,922

Life Sciences Tools & Services - 0.0%

Bio-Rad Laboratories, Inc. 7.5% 8/15/13

1,770

1,788

Pharmaceuticals - 0.1%

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

1,585

1,490

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

1,885

1,282

Schering-Plough Corp. 5.375% 10/1/14

EUR

2,190

3,129

5,901

TOTAL HEALTH CARE

76,317

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

INDUSTRIALS - 1.9%

Aerospace & Defense - 0.1%

Alion Science & Technology Corp. 10.25% 2/1/15

$ 800

$ 676

Hexcel Corp. 6.75% 2/1/15

2,350

2,256

Orbimage Holdings, Inc. 14.88% 7/1/12 (j)

1,720

1,858

4,790

Airlines - 0.3%

Continental Airlines, Inc. 6.903% 4/19/22

820

726

Delta Air Lines, Inc.:

7.9% 12/15/09 (a)

16,400

738

10% 8/15/08 (a)

1,255

56

Delta Air Lines, Inc. pass thru trust certificates:

6.821% 8/10/22 (g)

10,185

10,264

8.021% 8/10/22 (g)

5,155

5,039

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

1,895

57

Northwest Airlines, Inc.:

7.875% 3/15/08 (a)

1,365

34

8.875% 6/1/06 (a)

1,355

41

Northwest Airlines, Inc. pass thru trust certificates:

7.027% 11/1/19

2,295

2,203

8.028% 11/1/17

1,080

1,048

20,206

Building Products - 0.1%

Compagnie de St. Gobain 5.004% 4/11/12 (j)

EUR

1,250

1,762

NTK Holdings, Inc. 0% 3/1/14 (e)

6,210

3,695

5,457

Commercial Services & Supplies - 0.4%

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

160

154

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

2,255

2,097

Allied Waste North America, Inc.:

6.5% 11/15/10

830

826

7.125% 5/15/16

5,645

5,603

Browning-Ferris Industries, Inc.:

7.4% 9/15/35

3,085

2,838

9.25% 5/1/21

680

683

FTI Consulting, Inc.:

7.625% 6/15/13

720

734

7.75% 10/1/16

1,390

1,449

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Commercial Services & Supplies - continued

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

$ 680

$ 673

West Corp. 9.5% 10/15/14

8,620

8,469

23,526

Construction & Engineering - 0.0%

Blount, Inc. 8.875% 8/1/12

1,250

1,253

Obrascon Huarte Lain SA 5% 5/18/12

EUR

1,250

1,748

3,001

Electrical Equipment - 0.0%

Coleman Cable, Inc. 9.875% 10/1/12

1,040

978

General Cable Corp. 7.125% 4/1/17

680

668

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

900

880

2,526

Industrial Conglomerates - 0.1%

Hutchison Whampoa Finance 06 Ltd. 4.625% 9/21/16

EUR

2,500

3,339

Siemens Financieringsmaatschap NV 6.125% 9/14/66 (j)

GBP

1,075

2,006

5,345

Machinery - 0.3%

Chart Industries, Inc. 9.125% 10/15/15

1,160

1,183

Cummins, Inc. 7.125% 3/1/28

2,250

2,323

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

56

59

RBS Global, Inc. / Rexnord Corp.:

8.875% 9/1/16

800

768

9.5% 8/1/14

6,075

6,014

11.75% 8/1/16

5,160

5,121

15,468

Marine - 0.2%

CMA CGM SA (Reg. S) 5.5% 5/16/12

EUR

875

1,157

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

4,460

4,583

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

1,795

1,705

US Shipping Partners LP 13% 8/15/14

3,185

3,121

10,566

Road & Rail - 0.2%

Kansas City Southern de Mexico, SA de CV:

7.375% 6/1/14 (g)

1,670

1,660

7.625% 12/1/13

1,700

1,658

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Road & Rail - continued

Kansas City Southern Railway Co.:

7.5% 6/15/09

$ 3,165

$ 3,165

9.5% 10/1/08

1,350

1,380

TFM SA de CV 9.375% 5/1/12

6,450

6,740

14,603

Trading Companies & Distributors - 0.2%

Glencore Finance (Europe) SA:

5.375% 9/30/11

EUR

800

1,156

6.5% 2/27/19

GBP

600

1,148

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

1,515

1,386

VWR Funding, Inc. 10.25% 7/15/15 (g)

7,550

7,173

10,863

TOTAL INDUSTRIALS

116,351

INFORMATION TECHNOLOGY - 3.3%

Communications Equipment - 0.6%

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

6,290

6,337

Lucent Technologies, Inc.:

6.45% 3/15/29

17,840

14,629

6.5% 1/15/28

6,810

5,584

Nortel Networks Corp.:

9.4925% 7/15/11 (g)(j)

3,760

3,647

10.125% 7/15/13 (g)

3,730

3,879

10.75% 7/15/16 (g)

3,760

3,948

38,024

Electronic Equipment & Instruments - 0.2%

NXP BV 9.5% 10/15/15

5,150

4,712

Texas Competitive Electric Holdings Co. LLC Series A 10.25% 11/1/15 (g)

9,085

8,994

13,706

IT Services - 0.8%

Ceridian Corp.:

11.25% 11/15/15 (g)

5,030

4,672

12.25% 11/15/15 pay-in-kind (g)

6,750

6,303

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

INFORMATION TECHNOLOGY - continued

IT Services - continued

Iron Mountain, Inc.:

6.625% 1/1/16

$ 10,955

$ 10,435

7.75% 1/15/15

4,830

4,878

8.25% 7/1/11

535

532

8.625% 4/1/13

2,900

2,936

8.75% 7/15/18

5,160

5,431

SunGard Data Systems, Inc.:

9.125% 8/15/13

5,280

5,359

10.25% 8/15/15

3,620

3,715

44,261

Office Electronics - 0.4%

Xerox Capital Trust I 8% 2/1/27

4,585

4,562

Xerox Corp.:

6.4% 3/15/16

8,000

8,159

7.625% 6/15/13

12,010

12,611

25,332

Semiconductors & Semiconductor Equipment - 1.3%

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

8,085

8,125

ASML Holding NV 5.75% 6/13/17

EUR

2,000

2,597

Avago Technologies Finance Ltd.:

10.6238% 6/1/13 (j)

902

916

11.875% 12/1/15

8,045

8,588

Freescale Semiconductor, Inc.:

8.875% 12/15/14

12,640

11,281

9.125% 12/15/14 pay-in-kind

34,460

29,377

10.125% 12/15/16

9,275

7,629

MagnaChip Semiconductor SA/MagnaChip Semiconductor Finance Co. 8.2406% 12/15/11 (j)

735

639

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

2,100

1,617

Viasystems, Inc. 10.5% 1/15/11

4,065

4,085

74,854

Software - 0.0%

Open Solutions, Inc. 9.75% 2/1/15 (g)

870

792

TOTAL INFORMATION TECHNOLOGY

196,969

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

MATERIALS - 2.6%

Chemicals - 0.6%

America Rock Salt Co. LLC 9.5% 3/15/14

$ 3,940

$ 4,019

Bayer AG:

4.867% 4/10/10 (j)

EUR

1,250

1,811

5.625% 5/23/18

GBP

750

1,435

Huntsman LLC 11.625% 10/15/10

466

494

JohnsonDiversey Holdings, Inc. 10.67% 5/15/13

6,095

6,186

MacDermid, Inc. 9.5% 4/15/17 (g)

500

465

Momentive Performance Materials, Inc.:

9.75% 12/1/14 (g)

4,390

4,039

10.125% 12/1/14 pay-in-kind (g)

9,200

8,372

11.5% 12/1/16 (g)

5,920

5,091

SABIC Europe BV 4.5% 11/28/13

EUR

1,250

1,711

Sterling Chemicals, Inc. 10.25% 4/1/15 (g)

1,600

1,624

35,247

Construction Materials - 0.0%

Imerys 5% 4/18/17

EUR

1,450

1,965

Containers & Packaging - 0.5%

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

640

602

BWAY Corp. 10% 10/15/10

1,175

1,163

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

2,530

1,898

Crown Cork & Seal, Inc.:

7.375% 12/15/26

355

330

7.5% 12/15/96

3,685

2,948

8% 4/15/23

2,980

2,861

Owens-Brockway Glass Container, Inc.:

6.75% 12/1/14

895

886

8.25% 5/15/13

3,390

3,441

8.875% 2/15/09

1,029

1,033

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

980

1,068

Vitro SAB de CV:

8.625% 2/1/12

9,060

8,562

9.125% 2/1/17

2,210

2,033

26,825

Metals & Mining - 1.5%

Aleris International, Inc. 9% 12/15/14

2,790

2,330

CAP SA 7.375% 9/15/36 (g)

1,730

1,644

Compass Minerals International, Inc. 0% 6/1/13 (e)

2,260

2,305

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

MATERIALS - continued

Metals & Mining - continued

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

$ 3,915

$ 3,867

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

5,830

6,544

Evraz Group SA (Reg. S) 8.25% 11/10/15

3,675

3,652

Evraz Securities SA 10.875% 8/3/09

6,900

7,254

FMG Finance Property Ltd.:

10% 9/1/13 (g)

3,805

4,181

10.625% 9/1/16 (g)

3,480

4,002

Freeport-McMoRan Copper & Gold, Inc.:

6.875% 2/1/14

4,200

4,295

8.25% 4/1/15

4,070

4,314

8.375% 4/1/17

11,870

12,701

8.3944% 4/1/15 (j)

7,310

7,401

Gerdau AmeriSteel Corp./GUSAP Partners 10.375% 7/15/11

1,335

1,405

Gerdau SA 8.875% (g)

2,590

2,681

GTL Trade Finance, Inc. 7.25% 10/20/17 (g)

2,000

2,000

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

10,550

10,708

Ispat Inland ULC 9.75% 4/1/14

932

1,012

PNA Intermediate Holding Corp. 11.8688% 2/15/13 pay-in-kind (g)(j)

1,680

1,512

RathGibson, Inc. 11.25% 2/15/14

5,905

5,846

Ryerson Tull, Inc. 12.6188% 11/1/14 (g)(j)

410

396

90,050

Paper & Forest Products - 0.0%

Glatfelter 7.125% 5/1/16

550

545

NewPage Corp. 11.1613% 5/1/12 (j)

1,770

1,823

2,368

TOTAL MATERIALS

156,455

TELECOMMUNICATION SERVICES - 3.7%

Diversified Telecommunication Services - 2.6%

Citizens Communications Co.:

7.875% 1/15/27

3,700

3,506

9% 8/15/31

8,370

8,328

Deutsche Telekom International Finance BV 6.625% 7/11/11 (j)

EUR

750

1,138

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Embarq Corp.:

7.082% 6/1/16

$ 1,116

$ 1,150

7.995% 6/1/36

8,910

9,390

France Telecom SA 4.375% 2/21/12

EUR

550

776

Indosat Finance Co. BV 7.75% 11/5/10

2,215

2,215

Intelsat Ltd.:

9.25% 6/15/16

2,240

2,248

11.25% 6/15/16

9,865

10,075

Koninklijke KPN NV 5% 11/13/12

EUR

1,700

2,417

Level 3 Financing, Inc.:

8.75% 2/15/17

8,590

7,409

12.25% 3/15/13

9,580

9,664

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

5,425

5,547

NTL Cable PLC:

8.75% 4/15/14

6,865

6,762

9.125% 8/15/16

3,065

3,027

Qwest Capital Funding, Inc.:

7.625% 8/3/21

370

333

7.75% 2/15/31

370

329

Qwest Corp.:

7.5% 10/1/14

760

770

7.875% 9/1/11

2,980

3,073

8.2406% 6/15/13 (j)

9,470

9,659

8.875% 3/15/12

24,535

26,252

Telecom Egypt SAE 9.672% 2/4/10 (j)

EGP

2,852

537

U.S. West Capital Funding, Inc.:

6.5% 11/15/18

285

241

6.875% 7/15/28

1,855

1,567

U.S. West Communications:

6.875% 9/15/33

27,138

25,035

7.125% 11/15/43

220

202

7.2% 11/10/26

875

814

7.25% 9/15/25

1,780

1,700

7.25% 10/15/35

5,830

5,480

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

U.S. West Communications: - continued

7.5% 6/15/23

$ 1,880

$ 1,800

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

7,315

8,047

159,491

Wireless Telecommunication Services - 1.1%

American Tower Corp. 7.125% 10/15/12

10,745

11,121

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

7,015

7,296

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

6,050

5,944

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

1,880

1,922

MetroPCS Wireless, Inc. 9.25% 11/1/14

5,800

5,467

Millicom International Cellular SA 10% 12/1/13

11,820

12,618

Mobile Telesystems Finance SA:

8.375% 10/14/10 (g)

3,735

3,852

9.75% 1/30/08 (Reg. S)

2,990

2,996

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

3,765

3,313

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

10,245

10,386

64,915

TOTAL TELECOMMUNICATION SERVICES

224,406

UTILITIES - 2.1%

Electric Utilities - 1.1%

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

EUR

1,000

1,376

AES Gener SA 7.5% 3/25/14

3,410

3,572

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

3,255

3,499

Edison Mission Energy:

7.5% 6/15/13

8,960

9,094

7.75% 6/15/16

4,965

5,114

Energy Future Holdings:

10.875% 11/1/17 (g)

14,905

15,017

11.25% 11/1/17 pay-in-kind (g)

7,780

7,838

Intergen NV 9% 6/30/17 (g)

7,670

8,054

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

4,685

4,755

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

UTILITIES - continued

Electric Utilities - continued

Reliant Energy, Inc.:

7.625% 6/15/14

$ 4,630

$ 4,561

7.875% 6/15/17

3,680

3,625

66,505

Gas Utilities - 0.5%

Intergas Finance BV (Reg. S) 6.375% 5/14/17

8,690

7,799

Southern Natural Gas Co.:

7.35% 2/15/31

7,350

7,626

8% 3/1/32

4,170

4,613

Transportadora de Gas del Sur SA 7.875% 5/14/17 (g)

8,215

7,116

27,154

Independent Power Producers & Energy Traders - 0.4%

AES Corp.:

7.75% 10/15/15 (g)

5,430

5,566

8% 10/15/17 (g)

13,560

13,933

Enron Corp.:

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

2,500

469

6.4% 7/15/06 (c)

9,815

1,767

6.625% 11/15/05 (c)

2,200

396

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

684

123

6.75% 8/1/09 (c)

550

99

6.875% 10/15/07 (c)

1,330

239

6.95% 7/15/28 (c)

1,204

217

7.125% 5/15/07 (c)

235

42

7.375% 5/15/19 (c)

1,400

254

7.875% 6/15/03 (c)

235

42

9.125% 4/1/03 (c)

50

9

9.875% 6/5/03 (c)

4,720

850

NRG Energy, Inc.:

7.25% 2/1/14

655

639

7.375% 2/1/16

1,200

1,173

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

1,086

1,059

26,877

Multi-Utilities - 0.1%

Aquila, Inc. 14.875% 7/1/12

1,615

2,027

Corporate Bonds - continued

Principal Amount (000s)(d)

Value
(000s)

Nonconvertible Bonds - continued

UTILITIES - continued

Multi-Utilities - continued

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

$ 39

$ 42

Veolia Environnement 6.125% 10/29/37

GBP

700

1,417

3,486

TOTAL UTILITIES

124,022

TOTAL NONCONVERTIBLE BONDS

1,754,644

TOTAL CORPORATE BONDS

(Cost $1,781,418)

1,755,132

U.S. Government and Government Agency Obligations - 20.8%

U.S. Government Agency Obligations - 4.5%

Fannie Mae:

5.125% 9/2/08

1,945

1,956

6.625% 9/15/09

62,115

65,192

Federal Home Loan Bank:

4.5% 10/14/08

5,975

5,988

5.8% 9/2/08

1,680

1,696

Freddie Mac:

3.625% 9/15/08

49,805

49,586

4.125% 11/30/09

100,950

101,970

4.75% 11/3/09

32,409

33,076

4.875% 2/17/09

2,851

2,881

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

4,750

5,111

Private Export Funding Corp.:

secured 5.685% 5/15/12

1,285

1,375

4.974% 8/15/13

1,515

1,589

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

951

958

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

271,378

U.S. Treasury Inflation Protected Obligations - 0.7%

U.S. Treasury Inflation-Indexed Notes 2.5% 7/15/16

38,794

41,404

U.S. Government and Government Agency Obligations - continued

Principal Amount (000s)(d)

Value
(000s)

U.S. Treasury Obligations - 15.6%

U.S. Treasury Bonds:

6.125% 8/15/29

$ 105,150

$ 128,636

6.25% 8/15/23

61,500

73,632

stripped principal 0% 11/15/15

6,490

4,719

U.S. Treasury Notes:

3.125% 11/30/09 (h)

161,949

162,049

3.375% 11/30/12 (h)

267,036

266,091

4.25% 8/15/14

51,500

53,250

4.25% 11/15/17

26,000

26,453

4.5% 11/15/15

5,500

5,731

4.5% 5/15/17 (h)

66,135

68,540

4.625% 7/31/12

51,000

53,550

4.75% 5/31/12

12,000

12,665

4.75% 8/15/17

78,000

82,381

TOTAL U.S. TREASURY OBLIGATIONS

937,697

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $1,230,539)

1,250,479

U.S. Government Agency - Mortgage Securities - 11.5%

Fannie Mae - 8.4%

3.587% 9/1/33 (j)

713

714

3.718% 6/1/33 (j)

2,206

2,223

3.75% 4/1/34 (j)

1,999

1,987

3.782% 6/1/33 (j)

2,519

2,526

3.892% 5/1/33 (j)

816

819

3.901% 5/1/34 (j)

1,179

1,175

3.919% 9/1/33 (j)

2,167

2,178

3.936% 5/1/34 (j)

900

897

3.965% 8/1/33 (j)

978

983

3.967% 9/1/33 (j)

1,404

1,409

4% 9/1/13 to 5/1/20

4,731

4,588

4% 3/1/34 (j)

2,060

2,060

4% 4/1/34 (j)

2,199

2,193

4.026% 6/1/34 (j)

1,747

1,743

4.028% 3/1/34 (j)

4,150

4,146

4.053% 6/1/33 (j)

2,488

2,507

4.065% 3/1/35 (j)

3,174

3,172

U.S. Government Agency - Mortgage Securities - continued

Principal Amount (000s)(d)

Value
(000s)

Fannie Mae - continued

4.116% 4/1/34 (j)

$ 2,687

$ 2,679

4.123% 5/1/34 (j)

2,166

2,163

4.159% 9/1/33 (j)

1,398

1,407

4.162% 8/1/33 (j)

1,051

1,055

4.186% 11/1/34 (j)

2,282

2,287

4.204% 6/1/34 (j)

1,943

1,940

4.288% 6/1/34 (j)

2,376

2,375

4.313% 1/1/35 (j)

1,894

1,895

4.344% 10/1/19 (j)

241

241

4.366% 11/1/35 (j)

6,369

6,386

4.405% 10/1/33 (j)

1,082

1,080

4.423% 8/1/34 (j)

4,912

4,911

4.445% 5/1/35 (j)

3,087

3,116

4.453% 11/1/33 (j)

267

268

4.457% 8/1/35 (j)

3,421

3,432

4.482% 1/1/35 (j)

1,203

1,204

4.49% 12/1/34 (j)

129

129

4.493% 3/1/35 (j)

5,850

5,856

4.5% 3/1/18 to 12/1/18

11,416

11,278

4.561% 8/1/34 (j)

4,137

4,158

4.569% 1/1/35 (j)

1,928

1,932

4.592% 2/1/36 (j)

3,071

3,082

4.599% 8/1/35 (j)

2,557

2,591

4.642% 1/1/35 (j)

1,233

1,237

4.645% 10/1/34 (j)

724

727

4.664% 6/1/35 (j)

888

896

4.675% 8/1/35 (j)

1,132

1,140

4.682% 9/1/34 (j)

3,102

3,118

4.69% 2/1/35 (j)

3,135

3,146

4.715% 2/1/35 (j)

1,479

1,485

4.727% 12/1/35 (j)

7,688

7,719

4.744% 3/1/35 (j)

1,216

1,221

4.75% 7/1/35 (j)

814

816

4.761% 1/1/35 (j)

1,040

1,042

4.773% 7/1/35 (j)

817

820

4.774% 12/1/35 (j)

807

812

4.792% 7/1/35 (j)

968

972

4.793% 6/1/35 (j)

1,434

1,439

4.795% 4/1/35 (j)

2,265

2,283

4.822% 12/1/34 (j)

2,341

2,352

U.S. Government Agency - Mortgage Securities - continued

Principal Amount (000s)(d)

Value
(000s)

Fannie Mae - continued

4.825% 9/1/34 (j)

$ 1,005

$ 1,010

4.842% 9/1/34 (j)

2,109

2,118

4.843% 10/1/34 (j)

2,041

2,051

4.844% 11/1/35 (j)

1,809

1,821

4.852% 7/1/35 (j)

1,343

1,350

4.861% 7/1/34 (j)

1,019

1,024

4.87% 1/1/35 (j)

814

818

4.882% 10/1/35 (j)

271

273

4.883% 5/1/35 (j)

334

337

4.884% 11/1/35 (j)

2,010

2,027

4.91% 3/1/33 (j)

666

671

4.93% 8/1/34 (j)

2,030

2,043

4.944% 8/1/34 (j)

1,076

1,083

4.948% 2/1/35 (j)

1,230

1,238

4.95% 3/1/35 (j)

1,108

1,115

4.997% 2/1/34 (j)

1,695

1,708

5% 1/1/14 to 11/1/37 (i)

212,637

208,444

5.019% 5/1/35 (j)

2,678

2,701

5.023% 12/1/32 (j)

1,541

1,553

5.064% 10/1/35 (j)

1,387

1,399

5.081% 7/1/34 (j)

380

383

5.095% 5/1/35 (j)

348

353

5.103% 10/1/35 (j)

813

821

5.121% 8/1/34 (j)

1,345

1,358

5.132% 10/1/35 (j)

806

814

5.135% 8/1/36 (j)

5,372

5,410

5.161% 3/1/36 (j)

2,553

2,588

5.188% 7/1/35 (j)

3,117

3,153

5.249% 11/1/36 (j)

499

504

5.261% 4/1/36 (j)

1,052

1,074

5.262% 5/1/35 (j)

1,076

1,088

5.284% 7/1/35 (j)

5,803

5,865

5.299% 12/1/36 (j)

542

546

5.308% 3/1/36 (j)

6,968

7,073

5.334% 2/1/36 (j)

178

179

5.34% 1/1/36 (j)

2,500

2,522

5.363% 2/1/36 (j)

1,622

1,636

5.376% 3/1/37 (j)

7,856

7,952

5.393% 7/1/35 (j)

439

444

5.396% 2/1/37 (j)

2,836

2,868

U.S. Government Agency - Mortgage Securities - continued

Principal Amount (000s)(d)

Value
(000s)

Fannie Mae - continued

5.398% 2/1/37 (j)

$ 592

$ 599

5.48% 6/1/47 (j)

499

505

5.482% 2/1/37 (j)

3,981

4,037

5.5% 5/1/11 to 4/1/19

24,611

25,065

5.52% 11/1/36 (j)

944

954

5.618% 2/1/36 (j)

722

733

5.645% 4/1/37 (j)

2,660

2,699

5.65% 4/1/36 (j)

2,657

2,704

5.66% 6/1/36 (j)

1,648

1,676

5.792% 3/1/36 (j)

5,458

5,554

5.797% 5/1/36 (j)

631

641

5.8% 1/1/36 (j)

378

385

5.821% 5/1/36 (j)

3,976

4,043

5.86% 6/1/35 (j)

2,462

2,504

5.893% 12/1/36 (j)

990

1,010

5.903% 9/1/36 (j)

1,148

1,165

5.938% 5/1/36 (j)

1,734

1,767

5.966% 5/1/36 (j)

663

677

6% 10/1/08 to 6/1/30

15,601

15,958

6.017% 4/1/36 (j)

10,563

10,774

6.102% 3/1/37 (j)

1,094

1,118

6.159% 4/1/36 (j)

1,130

1,153

6.224% 6/1/36 (j)

177

180

6.226% 3/1/37 (j)

330

338

6.5% 12/1/12 to 9/1/32

5,141

5,316

7% 9/1/25

4

4

7.5% 1/1/28 to 5/1/37

938

987

TOTAL FANNIE MAE

505,971

Freddie Mac - 3.1%

3.376% 7/1/33 (j)

1,996

1,992

3.995% 5/1/33 (j)

3,245

3,270

4% 5/1/19 to 11/1/20

5,224

5,033

4.004% 4/1/34 (j)

3,483

3,462

4.075% 7/1/35 (j)

1,589

1,593

4.178% 1/1/35 (j)

3,190

3,196

4.5% 2/1/18 to 8/1/33

6,490

6,378

4.584% 6/1/33 (j)

994

994

4.645% 5/1/35 (j)

2,150

2,155

4.665% 2/1/35 (j)

8,020

8,023

U.S. Government Agency - Mortgage Securities - continued

Principal Amount (000s)(d)

Value
(000s)

Freddie Mac - continued

4.697% 9/1/36 (j)

$ 674

$ 674

4.704% 9/1/35 (j)

4,272

4,288

4.79% 2/1/36 (j)

287

288

4.807% 3/1/35 (j)

632

633

4.819% 5/1/35 (j)

5,447

5,457

4.851% 10/1/35 (j)

1,287

1,297

4.897% 10/1/36 (j)

3,588

3,606

5% 3/1/18 to 7/1/19

6,007

6,053

5.01% 7/1/35 (j)

3,459

3,475

5.02% 1/1/37 (j)

5,175

5,205

5.021% 4/1/35 (j)

103

104

5.024% 4/1/35 (j)

2,351

2,370

5.034% 10/1/36 (j)

1,434

1,445

5.042% 4/1/35 (j)

2,505

2,519

5.115% 7/1/35 (j)

942

950

5.267% 2/1/36 (j)

60

61

5.332% 9/1/35 (j)

719

726

5.43% 3/1/37 (j)

426

429

5.5% 8/1/14 to 6/1/20

34,764

35,349

5.501% 1/1/36 (j)

831

840

5.542% 4/1/37 (j)

644

651

5.585% 3/1/36 (j)

4,375

4,426

5.648% 8/1/36 (j)

4,403

4,454

5.758% 10/1/35 (j)

309

313

5.763% 5/1/37 (j)

4,914

4,972

5.773% 1/1/36 (j)

404

408

5.786% 3/1/37 (j)

2,291

2,318

5.794% 4/1/37 (j)

2,199

2,225

5.822% 5/1/37 (j)

490

496

5.829% 5/1/37 (j)

741

750

5.839% 5/1/37 (j)

2,908

2,946

5.839% 6/1/37 (j)

1,737

1,761

5.95% 4/1/36 (j)

5,745

5,835

6% 7/1/16 to 2/1/19

7,548

7,757

6.015% 6/1/36 (j)

777

788

6.033% 1/1/37 (j)

2,166

2,202

6.141% 2/1/37 (j)

647

657

6.154% 12/1/36 (j)

5,293

5,367

6.19% 7/1/36 (j)

2,986

3,043

6.226% 5/1/36 (j)

640

651

U.S. Government Agency - Mortgage Securities - continued

Principal Amount (000s)(d)

Value
(000s)

Freddie Mac - continued

6.271% 6/1/37 (j)

$ 453

$ 460

6.362% 7/1/36 (j)

832

848

6.417% 6/1/37 (j)

169

173

6.496% 9/1/36 (j)

3,958

4,038

6.5% 10/1/10 to 3/1/36

14,909

15,426

6.725% 8/1/37 (j)

1,282

1,309

7.581% 4/1/37 (j)

180

184

8.5% 3/1/20

11

12

TOTAL FREDDIE MAC

186,335

Government National Mortgage Association - 0.0%

6% 1/15/09 to 5/15/09

13

13

6.5% 4/15/26 to 5/15/26

43

45

7% 9/15/25 to 8/15/31

79

83

7.5% 2/15/22 to 8/15/28

130

139

8% 9/15/26 to 12/15/26

24

26

TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

306

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $681,969)

692,612

Asset-Backed Securities - 0.5%

Amstel Corp. Loan Offering BV:

Series 2006-1 Class C, 5.157% 5/25/16 (j)

EUR

500

692

Series 2007-1:

Class B, 5.044% 3/25/17 (j)

EUR

1,100

1,559

Class C, 5.224% 3/25/17 (j)

EUR

800

1,118

Auto ABS Compartiment Series 2006-1 Class B, 4.88% 7/25/17 (j)

EUR

1,000

1,386

Clock Finance BV Series 2007-1:

Class B2, 4.847% 2/25/15 (j)

EUR

700

961

Class C2, 5.027% 2/25/15 (j)

EUR

400

542

Driver One GmbH Series 1 Class B, 4.794% 5/21/10 (j)

EUR

84

122

FCC SPARC Series 2007-1 Class D, 6.932% 7/15/10 (j)

EUR

500

719

Geldilux Ltd. Series 2007-TS Class C, 5.285% 9/8/14 (j)

EUR

400

541

GLS Ltd. Series 2006-1 Class C, 5.232% 7/15/14 (j)

EUR

500

711

Asset-Backed Securities - continued

Principal Amount (000s)(d)

Value
(000s)

Greene King Finance PLC Series A1, 6.8113% 6/15/31 (j)

GBP

1,000

$ 1,849

Lambda Finance BV Series 2005-1X Class C1, 7.0075% 11/15/29 (j)

GBP

500

925

Leek Finance PLC Series 18X Class BC, 5.212% 9/21/38 (j)

EUR

600

776

Mermaid Secured Finance Ltd. Series 2007-1:

Class C, 4.905% 1/30/40 (j)

EUR

400

572

Class D, 5.105% 1/30/40 (j)

EUR

550

766

Prime Bricks Series 2007-1:

Class B, 4.905% 1/30/40 (j)

EUR

550

787

Class C, 5.105% 1/30/40 (j)

EUR

450

627

Promise K 2006-1 GmbH Series I 2006-1 Class D, 5.554% 3/10/17 (j)

EUR

1,000

1,337

Provide Bricks Series 2007-1 Class B, 4.965% 1/30/40 (j)

EUR

1,400

1,983

Red & Black Consumer PLC Series 2006-1 Class C, 4.775% 5/15/21 (j)

EUR

2,600

3,785

Sedna Finance Corp.:

5.41% 12/23/14 (j)

EUR

500

435

5.698% 3/15/16 (j)

EUR

1,150

856

Southern Gas Networks PLC Class A1, 4.893% 10/21/10 (j)

EUR

150

219

Stichting Mars Series 2006 Class C, 5.023% 8/28/14 (j)

EUR

1,000

1,373

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

GBP

60

117

Whinstone Capital Management Ltd. Series 2005-1X Class B1, 7.1719% 10/25/45 (j)

GBP

1,052

1,694

TOTAL ASSET-BACKED SECURITIES

(Cost $26,565)

26,452

Collateralized Mortgage Obligations - 3.3%

Private Sponsor - 0.2%

Arkle Master Issuer PLC Series 2006-1X Class 2C, 4.93% 2/17/52 (j)

EUR

950

1,361

Arran Residential Mortgages Funding No. 1 PLC floater Series 2006-1X Class DC, 5.179% 4/12/56 (j)

EUR

650

864

EPIC PLC Series BROD Class D, 5.133% 1/22/16 (j)

EUR

400

551

Granite Mortgages PLC 5.023% 1/20/43 (j)

EUR

290

423

Collateralized Mortgage Obligations - continued

Principal Amount (000s)(d)

Value
(000s)

Private Sponsor - continued

Holmes Financing No. 8 PLC floater Series 3 Class C, 5.582% 7/15/40 (j)

EUR

500

$ 723

RMAC PLC Series 2005-NS4X Class M2A, 7.4325% 12/12/43 (j)

GBP

1,700

3,245

RMAC Securities PLC 2006 floater Series 2006-NS4X Class M1A, 7.1725% 6/12/44 (j)

GBP

1,250

2,351

Shield BV Series 1 Class C, 5.043% 1/20/14 (j)

EUR

1,500

2,098

TOTAL PRIVATE SPONSOR

11,616

U.S. Government Agency - 3.1%

Fannie Mae:

floater Series 2007-95 Class A1, 5.115% 8/27/36 (j)

12,924

12,920

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

8,925

8,832

Fannie Mae subordinate REMIC pass-thru certificates:

planned amortization class:

Series 2001-68 Class QZ, 5.5% 12/25/16

1,333

1,348

Series 2002-11:

Class QC, 5.5% 3/25/17

3,434

3,477

Class UC, 6% 3/25/17

2,483

2,543

Series 2002-18 Class PC, 5.5% 4/25/17

4,075

4,136

Series 2002-61 Class PG, 5.5% 10/25/17

4,712

4,819

Series 2002-71 Class UC, 5% 11/25/17

7,520

7,495

Series 2002-9 Class PC, 6% 3/25/17

245

250

Series 2003-113:

Class PD, 4% 2/25/17

4,890

4,807

Class PE, 4% 11/25/18

1,515

1,426

Series 2003-122 Class OL, 4% 12/25/18

2,120

2,008

Series 2003-128 Class NE, 4% 12/25/16

2,550

2,505

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

890

845

Series 2003-85 Class GD, 4.5% 9/25/18

1,225

1,201

Series 2004-80 Class LD, 4% 1/25/19

1,980

1,935

Series 2004-81:

Class KC, 4.5% 4/25/17

1,395

1,394

Class KD, 4.5% 7/25/18

3,035

3,011

Series 2005-52 Class PB, 6.5% 12/25/34

4,571

4,688

sequential payer:

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

3,403

3,415

Series 2004-95 Class AN, 5.5% 1/25/25

2,109

2,134

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

808

727

Collateralized Mortgage Obligations - continued

Principal Amount (000s)(d)

Value
(000s)

U.S. Government Agency - continued

Fannie Mae subordinate REMIC pass-thru certificates: sequential payer: - continued

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

$ 2,741

$ 2,706

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

7,595

7,509

Freddie Mac planned amortization class:

Series 2101 Class PD, 6% 11/15/28

425

434

Series 2115 Class PE, 6% 1/15/14

186

190

Freddie Mac Multi-class participation certificates guaranteed:

floater:

Series 2577 Class FW, 5.5275% 1/15/30 (j)

6,103

6,117

Series 2630 Class FL, 5.5275% 6/15/18 (j)

104

105

planned amortization class:

Series 2376 Class JE, 5.5% 11/15/16

915

934

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

5,221

5,301

Series 2381 Class OG, 5.5% 11/15/16

732

744

Series 2390 Class CH, 5.5% 12/15/16

2,397

2,434

Series 2425 Class JH, 6% 3/15/17

1,266

1,298

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

1,136

1,129

Series 2695 Class DG, 4% 10/15/18

3,865

3,669

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

4,390

4,280

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

14,395

14,044

Series 2831 Class PB, 5% 7/15/19

3,990

3,961

Series 2866 Class XE, 4% 12/15/18

4,450

4,355

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

876

892

sequential payer:

Series 2303 Class ZV, 6% 4/15/31

1,249

1,279

Series 2467 Class NB, 5% 7/15/17

1,610

1,613

Series 2569 Class HB, 5% 9/15/16

5,709

5,707

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

347

344

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

510

501

Series 2617 Class GW, 3.5% 6/15/16

426

421

Series 2627:

Class BG, 3.25% 6/15/17

232

223

Class KP, 2.87% 12/15/16

239

230

Series 2685 Class ND, 4% 10/15/18

1,745

1,641

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

2,924

2,875

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

1,487

1,490

Series 2860 Class CP, 4% 10/15/17

444

437

Series 2930 Class KT, 4.5% 2/15/20

7,833

7,390

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

1,658

1,663

Collateralized Mortgage Obligations - continued

Principal Amount (000s)(d)

Value
(000s)

U.S. Government Agency - continued

Freddie Mac Multi-class participation certificates guaranteed: - continued

Series 3266 Class D, 5% 1/15/22

$ 15,423

$ 15,181

Series 2564 Class BQ, 5.5% 10/15/17

2,969

3,010

Series 2715 Class NG, 4.5% 12/15/18

2,155

2,090

Series 2863 Class DB, 4% 9/15/14

254

247

Series 2975 Class NA, 5% 7/15/23

1,492

1,496

TOTAL U.S. GOVERNMENT AGENCY

183,856

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $191,912)

195,472

Commercial Mortgage Securities - 0.4%

Broadgate PLC 7.0438% 10/5/25 (j)

GBP

895

1,689

Bruntwood Alpha PLC Series 2007-1 Class C, 6.7831% 1/15/17 (j)

GBP

700

1,268

Canary Wharf Finance II plc Series 3MUK Class C2, 6.8256% 10/22/37 (j)

GBP

1,000

1,822

European Property Capital Series 4 Class C, 6.3194% 7/20/14 (j)

GBP

297

571

German Residential Asset Note Distributor PLC Series 1 Class A, 4.893% 7/20/16 (j)

EUR

1,324

1,814

JLOC 36 LLC Reg. S:

Class A1, 1.1875% 2/16/16 (j)

JPY

87,220

779

Class B, 1.3575% 2/16/16 (j)

JPY

88,660

789

JLOC 37 LLC (Reg. S) Series X Class B1, 1.3819% 1/15/15 (j)

JPY

105,424

940

Opera Finance (CMH) PLC Class B, 5.032% 1/15/15 (j)

EUR

1,100

1,534

Opera Finance PLC 6.525% 7/31/13 (j)

GBP

985

1,922

Paris Prime Community Real Estate Series 2006-1 Class B, 4.903% 4/22/14 (g)(j)

EUR

1,000

1,412

Real Estate Capital Foundation Ltd. Series 3 Class A, 6.4931% 7/15/16 (j)

GBP

2,000

3,805

Rivoli Pan Europe PLC Series 2006-1 Class B 4.544% 8/3/18 (j)

EUR

650

898

Collateralized Mortgage Obligations - continued

Principal Amount (000s)(d)

Value
(000s)

Silver Maple Investment Co. Ltd. Class 2A, 4.765% 4/30/14 (j)

EUR

700

$ 991

Skyline BV Series 2007-1 Class D, 5.463% 7/22/43 (j)

EUR

1,100

1,486

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $20,997)

21,720

Foreign Government and Government Agency Obligations - 19.0%

Arab Republic 8.75% 7/18/12 (g)

EGP

16,490

3,069

Argentine Republic:

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

4,287

4,116

5.389% 8/3/12 (j)

19,878

17,521

7% 3/28/11

43,290

39,833

7% 9/12/13

27,720

23,704

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

CAD

2,000

2,078

Banco Central del Uruguay:

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

1,000,000

0

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

750,000

0

Belgian Kingdom 5% 3/28/35

EUR

2,250

3,407

Brazilian Federative Republic:

6% 9/15/13

1,700

1,698

7.125% 1/20/37

5,060

5,756

8.25% 1/20/34

5,500

6,952

8.75% 2/4/25

5,240

6,699

10% 1/1/10

BRL

2,607

1,395

12.25% 3/6/30

8,910

15,414

12.5% 1/5/16

BRL

3,390

2,068

12.75% 1/15/20

4,385

6,917

British Columbia Province 5.7% 6/18/29

CAD

12,000

13,922

Canadian Government:

4% 6/1/17

CAD

101,200

101,928

5% 6/1/37

CAD

28,000

32,567

Central Bank of Nigeria:

promissory note 5.092% 1/5/10

2,477

2,455

warrants 11/15/20 (a) (l)

2,750

638

Chilean Republic 5.5% 1/15/13

2,740

2,820

Colombian Republic:

7.375% 9/18/37

5,250

5,841

11.75% 2/25/20

1,770

2,637

Democratic Socialist Republic of Sri Lanka 8.25% 10/24/12 (g)

2,190

2,091

Foreign Government and Government Agency Obligations - continued

Principal Amount (000s)(d)

Value
(000s)

Dominican Republic:

Brady 6.3125% 8/30/09 (j)

$ 1,283

$ 1,279

Brady 5.7188% 8/30/24 (j)

12,873

12,809

9.04% 1/23/18 (g)

5,897

6,678

9.5% 9/27/11 (Reg. S)

3,487

3,679

Ecuador Republic:

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

8,715

8,410

euro par 5% 2/28/25

1,580

1,164

French Republic:

4.75% 4/25/35

EUR

21,200

31,326

5.5% 4/25/29

EUR

6,000

9,746

Gabonese Republic 8.2% 12/12/17 (g)

9,475

9,854

German Federal Republic:

2.25% 4/15/13

EUR

77,013

113,950

3.25% 7/4/15

EUR

300

410

4.25% 7/4/17

EUR

32,100

46,604

4.25% 7/4/39

EUR

22,700

31,221

Ghana Republic 8.5% 10/4/17 (g)

5,200

5,473

Indonesian Republic:

6.625% 2/17/37 (g)

7,550

7,191

6.75% 3/10/14 (Reg. S)

3,275

3,381

8.5% 10/12/35

915

1,072

Irish Republic 4.5% 10/18/18

EUR

8,750

12,768

Islamic Republic of Pakistan:

6.75% 2/19/09

5,700

5,372

7.125% 3/31/16 (g)

2,975

2,596

Italian Republic 6% 5/1/31

EUR

2,030

3,397

Japan Government:

0.5703% 1/15/08

JPY

750,000

6,724

0.92% 11/20/20 (j)

JPY

3,100,000

26,793

0.93% 7/20/20 (j)

JPY

825,000

6,975

1.5% 3/20/14

JPY

2,365,000

21,702

2.1% 9/20/27

JPY

1,000,000

8,989

2.5% 9/20/37

JPY

4,650,000

42,958

Real Return Bond 1.1% 12/10/16

JPY

3,895,000

35,127

Lebanese Republic:

7.125% 3/5/10

1,140

1,112

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

4,500

4,376

8.1563% 11/30/09 (g)(j)

2,180

2,153

8.1563% 11/30/09 (Reg. S) (j)

9,470

9,352

8.625% 6/20/13 (Reg. S)

5,130

5,053

Foreign Government and Government Agency Obligations - continued

Principal Amount (000s)(d)

Value
(000s)

Peruvian Republic:

3% 3/7/27 (f)

$ 900

$ 695

6.4375% 3/7/27 (j)

1,545

1,526

euro Brady past due interest 6.4375% 3/7/17 (j)

1,127

1,124

Philippine Republic:

8.25% 1/15/14

2,955

3,324

9.5% 2/2/30

4,155

5,640

9.875% 1/15/19

2,350

3,079

10.625% 3/16/25

4,275

6,156

Republic of Fiji 6.875% 9/13/11

3,310

2,979

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

2,035

1,887

Russian Federation:

7.5% 3/31/30 (g)

3,861

4,406

7.5% 3/31/30 (Reg. S)

48,931

55,842

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

8,345

15,292

South African Republic 6.5% 6/2/14

2,790

2,964

Turkish Republic:

6.75% 4/3/18

6,635

6,811

6.875% 3/17/36

11,960

11,751

7% 9/26/16

2,570

2,731

7.375% 2/5/25

7,355

7,796

11% 1/14/13

4,055

4,980

11.875% 1/15/30

7,575

11,919

UK Treasury GILT:

4% 9/7/16

GBP

600

1,150

4.25% 12/7/27

GBP

8,000

15,455

4.25% 6/7/32

GBP

850

1,657

4.25% 3/7/36

GBP

15,930

31,312

4.25% 12/7/46

GBP

19,100

37,850

4.5% 12/7/42

GBP

4,500

9,290

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

3,775

3,709

Ukraine Government 6.75% 11/14/17 (g)

6,310

6,200

United Mexican States:

6.75% 9/27/34

1,725

1,905

7.5% 4/8/33

7,695

9,192

8.3% 8/15/31

7,435

9,602

Uruguay Republic:

5% 9/14/18

UYU

38,881

1,943

8% 11/18/22

2,992

3,351

Venezuelan Republic:

oil recovery rights 4/15/20 (l)

3,260

121

Foreign Government and Government Agency Obligations - continued

Principal Amount (000s)(d)

Value
(000s)

Venezuelan Republic: - continued

5.375% 8/7/10

$ 4,250

$ 3,995

6.18% 4/20/11 (j)

8,535

7,707

7.65% 4/21/25

2,690

2,300

8.5% 10/8/14

6,650

6,417

9.25% 9/15/27

16,650

16,608

9.375% 1/13/34

4,280

4,259

10.75% 9/19/13

10,748

11,500

13.625% 8/15/18

7,175

9,202

Vietnamese Socialist Republic Brady par 4% 3/12/28 (f)

1,890

1,597

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $1,104,399)

1,142,444

Supranational Obligations - 0.0%

Inter-American Development Bank 6.625% 4/17/17
(Cost $1,725)

PEN

5,600

1,885

Common Stocks - 0.2%

Shares

CONSUMER DISCRETIONARY - 0.0%

Auto Components - 0.0%

Intermet Corp. (a)(m)

113,725

0

Remy International, Inc. (a)

40,800

1,285

Hotels, Restaurants & Leisure - 0.0%

Centerplate, Inc. unit

165,925

1,497

Media - 0.0%

Virgin Media, Inc. warrants 1/10/11 (a)

6

0

TOTAL CONSUMER DISCRETIONARY

2,782

INDUSTRIALS - 0.2%

Airlines - 0.2%

Delta Air Lines, Inc. (a)

593,040

8,830

Northwest Airlines Corp. (a)

131,804

1,901

10,731

Common Stocks - continued

Shares

Value
(000s)

INFORMATION TECHNOLOGY - 0.0%

Semiconductors & Semiconductor Equipment - 0.0%

ASAT Holdings Ltd. warrants 2/1/11 (a)(m)

546,000

$ 25

TELECOMMUNICATION SERVICES - 0.0%

Wireless Telecommunication Services - 0.0%

DigitalGlobe, Inc. (a)(g)

895

2

UTILITIES - 0.0%

Electric Utilities - 0.0%

Portland General Electric Co.

7,275

202

TOTAL COMMON STOCKS

(Cost $17,133)

13,742

Preferred Stocks - 0.2%

Convertible Preferred Stocks - 0.0%

MATERIALS - 0.0%

Chemicals - 0.0%

Celanese Corp. 4.25%

6,600

358

Nonconvertible Preferred Stocks - 0.2%

CONSUMER DISCRETIONARY - 0.1%

Media - 0.1%

Spanish Broadcasting System, Inc. Class B, 10.75%

1,690

1,690

HEALTH CARE - 0.0%

Health Care Providers & Services - 0.0%

Fresenius Medical Care Capital Trust II 7.875%

1,260

1,281

TELECOMMUNICATION SERVICES - 0.1%

Diversified Telecommunication Services - 0.0%

PTV, Inc. Series A, 10.00%

119

0

Wireless Telecommunication Services - 0.1%

Rural Cellular Corp. 12.25% pay-in-kind

5,078

6,348

TOTAL NONCONVERTIBLE PREFERRED STOCKS

9,319

TOTAL PREFERRED STOCKS

(Cost $8,873)

9,677

Floating Rate Loans - 4.2%

Principal Amount (000s)(d)

Value
(000s)

CONSUMER DISCRETIONARY - 1.5%

Auto Components - 0.1%

Dana Corp. term loan 7.98% 4/13/08 (j)

$ 2,390

$ 2,378

Lear Corp. term loan 7.6042% 4/25/12 (j)

2,448

2,380

4,758

Automobiles - 0.5%

AM General LLC:

Tranche B, term loan 8.1766% 9/30/13 (j)

3,571

3,482

8.2425% 9/30/12 (j)

132

129

Ford Motor Co. term loan 8% 12/15/13 (j)

24,879

23,013

General Motors Corp. term loan 7.615% 11/29/13 (j)

973

912

27,536

Diversified Consumer Services - 0.1%

Affinion Group Holdings, Inc. term loan 11.6775% 3/1/12 (j)

4,150

3,818

Hotels, Restaurants & Leisure - 0.0%

Green Valley Ranch Gaming LLC Tranche 1LN, term loan 6.9923% 2/16/14 (j)

143

135

OSI Restaurant Partners, Inc.:

term loan 7.125% 6/14/14 (j)

480

444

7.1275% 6/14/13 (j)

41

38

Six Flags, Inc. Tranche B, term loan 7.2495% 4/30/15 (j)

726

665

1,282

Media - 0.5%

Advanstar, Inc. Tranche 2LN, term loan 9.8425% 11/30/14 (j)

380

350

Charter Communications Operating LLC Tranche B 1LN, term loan 6.99% 3/6/14 (j)

24,052

22,459

CSC Holdings, Inc. Tranche B, term loan 6.8963% 3/31/13 (j)

6,268

5,916

Discovery Communications, Inc. term loan 6.83% 5/14/14 (j)

1,045

1,012

29,737

Multiline Retail - 0.0%

Neiman Marcus Group, Inc. term loan 6.9392% 4/6/13 (j)

2,008

1,927

Specialty Retail - 0.2%

Claire's Stores, Inc. term loan 7.5905% 5/29/14 (j)

4,428

3,753

Michaels Stores, Inc. term loan 7.6136% 10/31/13 (j)

5,124

4,740

Floating Rate Loans - continued

Principal Amount (000s)(d)

Value
(000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Sally Holdings LLC Tranche B, term loan 7.5194% 11/16/13 (j)

$ 741

$ 696

Toys 'R' US, Inc. term loan 8.225% 12/9/08 (j)

6,110

5,927

15,116

Textiles, Apparel & Luxury Goods - 0.1%

Hanesbrands, Inc.:

term loan 8.815% 3/5/14 (j)

1,650

1,644

Tranche B 1LN, term loan 6.7789% 9/5/13 (j)

3,703

3,596

5,240

TOTAL CONSUMER DISCRETIONARY

89,414

CONSUMER STAPLES - 0.1%

Beverages - 0.0%

Constellation Brands, Inc. Tranche B, term loan 6.5964% 6/5/13 (j)

1,096

1,069

Food & Staples Retailing - 0.1%

Rite Aid Corp. Tranche ABL, term loan 6.8002% 6/4/14 (j)

2,700

2,518

TOTAL CONSUMER STAPLES

3,587

ENERGY - 0.2%

Energy Equipment & Services - 0.0%

Compagnie Generale de Geophysique SA term loan 6.845% 1/12/14 (j)

570

555

Helix Energy Solutions Group, Inc. term loan 7.0727% 7/1/13 (j)

695

670

1,225

Oil, Gas & Consumable Fuels - 0.2%

Coffeyville Resources LLC:

Credit-Linked Deposit 8.5806% 12/28/10 (j)

532

516

Tranche D, term loan 8.4811% 12/28/13 (j)

1,730

1,678

SandRidge Energy, Inc. term loan 8.625% 4/1/15 (j)

4,370

4,359

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

Credit-Linked Deposit 7.3231% 10/31/12 (j)

540

526

Floating Rate Loans - continued

Principal Amount (000s)(d)

Value
(000s)

Oil, Gas & Consumable Fuels - continued

term loan 6.9198% 10/31/12 (j)

$ 962

$ 938

Venoco, Inc. Tranche 2LN, term loan 8.9375% 5/7/14 (j)

410

400

8,417

TOTAL ENERGY

9,642

FINANCIALS - 0.2%

Diversified Financial Services - 0.0%

MGM Holdings II, Inc. Tranche B, term loan 8.4481% 4/8/12 (j)

2,270

2,099

Real Estate Investment Trusts - 0.1%

Capital Automotive (REIT) Tranche B, term loan 6.98% 12/16/10 (j)

3,554

3,478

Real Estate Management & Development - 0.1%

Realogy Corp.:

Tranche B, term loan 8.24% 10/10/13 (j)

6,687

5,851

8.24% 10/10/13 (j)

1,800

1,575

7,426

TOTAL FINANCIALS

13,003

HEALTH CARE - 0.4%

Health Care Equipment & Supplies - 0.0%

Bausch & Lomb, Inc. term loan:

4/26/15 (n)

176

175

8.08% 4/26/15 (j)

704

700

875

Health Care Providers & Services - 0.4%

Community Health Systems, Inc.:

term loan 7.3313% 7/25/14 (j)

6,043

5,771

Tranche DD, term loan 7/25/14 (n)

304

290

DaVita, Inc. Tranche B1, term loan 6.5548% 10/5/12 (j)

3,576

3,433

HCA, Inc. Tranche B, term loan 7.08% 11/17/13 (j)

14,474

13,967

Health Management Associates, Inc. Tranche B, term loan 6.5802% 2/28/14 (j)

953

887

24,348

TOTAL HEALTH CARE

25,223

Floating Rate Loans - continued

Principal Amount (000s)(d)

Value
(000s)

INDUSTRIALS - 0.2%

Aerospace & Defense - 0.0%

DeCrane Aircraft Holdings, Inc.:

Tranche 1LN, term loan 7.9963% 2/21/13 (j)

$ 85

$ 83

Tranche 2LN, term loan 12.2438% 2/21/14 (j)

140

137

Wesco Aircraft Hardware Corp.:

Tranche 1LN, term loan 7.45% 9/29/13 (j)

165

162

Tranche 2LN, term loan 10.95% 3/28/14 (j)

70

70

452

Commercial Services & Supplies - 0.1%

Allied Waste Industries, Inc.:

Credit-Linked Deposit 6.6206% 3/28/14 (j)

210

201

term loan 6.586% 3/28/14 (j)

349

334

ARAMARK Corp.:

term loan 6.83% 1/26/14 (j)

1,990

1,890

6.83% 1/26/14 (j)

142

135

Brand Energy & Infrastructure Services, Inc. Tranche 2LN, term loan 11.1% 2/7/15 (j)

650

600

3,160

Electrical Equipment - 0.0%

Baldor Electric Co. term loan 6.9634% 1/31/14 (j)

312

307

Industrial Conglomerates - 0.0%

Walter Industries, Inc. term loan 6.8026% 10/3/12 (j)

97

93

Machinery - 0.1%

Chart Industries, Inc. Tranche B, term loan 7.1484% 10/17/12 (j)

53

52

Dresser, Inc.:

Tranche 2LN, term loan 11.1288% 5/4/15 pay-in-kind (j)

4,050

3,848

Tranche B 1LN, term loan 7.4463% 5/4/14 (j)

530

508

Navistar International Corp.:

term loan 8.2338% 1/19/12 (j)

2,310

2,206

Credit-Linked Deposit 8.2793% 1/19/12 (j)

840

802

7,416

Floating Rate Loans - continued

Principal Amount (000s)(d)

Value
(000s)

INDUSTRIALS - continued

Trading Companies & Distributors - 0.0%

Neff Corp. Tranche 2LN, term loan 8.4038% 11/30/14 (j)

$ 810

$ 648

VWR Funding, Inc. term loan 7.6981% 6/29/14 (j)

1,440

1,364

2,012

TOTAL INDUSTRIALS

13,440

INFORMATION TECHNOLOGY - 0.6%

Electronic Equipment & Instruments - 0.2%

Flextronics International Ltd.:

Tranche B-A, term loan 7.3944% 10/1/14 (j)

5,246

5,102

Tranche B-A1, term loan 7.455% 10/1/14 (j)

1,507

1,466

Tranche B-B, term loan 7.455% 10/1/12 (j)

6,753

6,593

13,161

IT Services - 0.1%

Affiliated Computer Services, Inc. Tranche B2, term loan 7.044% 3/20/13 (j)

3,610

3,519

SunGard Data Systems, Inc. term loan 6.8975% 2/28/14 (j)

5,508

5,316

8,835

Semiconductors & Semiconductor Equipment - 0.2%

Freescale Semiconductor, Inc. term loan 6.975% 12/1/13 (j)

11,872

11,011

Software - 0.1%

Kronos, Inc. Tranche 1LN, term loan 7.08% 6/11/14 (j)

3,912

3,658

Open Solutions, Inc. term loan 7.275% 1/23/14 (j)

239

222

3,880

TOTAL INFORMATION TECHNOLOGY

36,887

MATERIALS - 0.4%

Chemicals - 0.0%

Celanese Holding LLC:

Revolving Credit-Linked Deposit 6.975% 4/2/13 (j)

206

199

term loan 6.9788% 4/2/14 (j)

1,128

1,087

Floating Rate Loans - continued

Principal Amount (000s)(d)

Value
(000s)

MATERIALS - continued

Momentive Performance Materials, Inc. Tranche B1, term loan 7.125% 12/4/13 (j)

$ 1,030

$ 988

Solutia, Inc. Tranche B, term loan 8.06% 3/31/08 (j)

180

179

2,453

Containers & Packaging - 0.1%

Berry Plastics Holding Corp. Tranche C, term loan 7.16% 4/3/15 (j)

4,873

4,532

Metals & Mining - 0.1%

Aleris International, Inc. term loan 7.0032% 12/19/13 (j)

2,792

2,548

Novelis Corp. term loan 7.2% 7/6/14 (j)

4,477

4,175

6,723

Paper & Forest Products - 0.2%

Georgia-Pacific Corp. Tranche B1, term loan 6.8657% 12/23/12 (j)

11,672

11,132

TOTAL MATERIALS

24,840

TELECOMMUNICATION SERVICES - 0.4%

Diversified Telecommunication Services - 0.3%

Intelsat Bermuda Ltd. term loan 7.725% 1/12/14 (j)

1,880

1,847

Level 3 Communications, Inc. term loan 7.4925% 3/13/14 (j)

8,440

7,986

Paetec Communications, Inc. Tranche B, term loan 7.3219% 2/28/13 (j)

308

302

Wind Telecomunicazioni SpA:

term loan 12.4488% 12/12/11 pay-in-kind (j)

3,765

3,648

Tranche 2, term loan 11.3194% 3/21/15 (j)

2,840

2,883

Tranche B, term loan 7.5694% 9/21/13 (j)

1,420

1,399

Tranche C, term loan 8.3194% 9/21/14 (j)

1,420

1,399

19,464

Wireless Telecommunication Services - 0.1%

Leap Wireless International, Inc. Tranche B, term loan 7.83% 6/16/13 (j)

621

612

MetroPCS Wireless, Inc. Tranche B, term loan 7.3027% 11/3/13 (j)

1,442

1,382

1,994

TOTAL TELECOMMUNICATION SERVICES

21,458

Floating Rate Loans - continued

Principal Amount (000s)(d)

Value
(000s)

UTILITIES - 0.2%

Independent Power Producers & Energy Traders - 0.2%

Boston Generating LLC Tranche B 1LN, term loan 7.08% 12/20/13 (j)

$ 2

$ 2

Calpine Corp. Tranche D, term loan 7.08% 3/29/09 (j)

7,732

7,480

NRG Energy, Inc.:

term loan 6.9481% 2/1/13 (j)

4,452

4,229

6.8481% 2/1/13 (j)

2,055

1,953

13,664

TOTAL FLOATING RATE LOANS

(Cost $264,244)

251,158

Sovereign Loan Participations - 0.1%

Indonesian Republic loan participation:

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

156

152

- Citibank:

6.25% 3/28/13 (j)

545

535

6.25% 12/14/19 (j)

1,411

1,316

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

2,448

2,399

- Deutsche Bank:

1.407% 3/28/13 (j)

JPY

67,150

578

6.25% 3/28/13 (j)

700

686

TOTAL SOVEREIGN LOAN PARTICIPATIONS

(Cost $5,438)

5,666

Commercial Paper - 0.5%

Cancara Asset Securitisation Ltd. 4.65% 1/29/08

EUR

5,300

7,707

DEPFA BANK PLC 4.57% 1/30/08

EUR

5,300

7,707

Grampian Funding Ltd. 4.65% 1/25/08

EUR

5,300

7,705

HSH Nordbank AG 4.58% 1/30/08

EUR

5,300

7,705

TOTAL COMMERCIAL PAPER

(Cost $30,402)

30,824

Fixed-Income Funds - 5.2%

Shares

Fidelity Floating Rate Central Fund (k)
(Cost $329,508)

3,273,798

313,392

Preferred Securities - 0.8%

Principal Amount (000s)(d)

Value
(000s)

CONSUMER DISCRETIONARY - 0.4%

Media - 0.4%

Globo Comunicacoes e Participacoes SA 9.375%

$ 14,700

$ 15,153

Net Servicos de Comunicacao SA 9.25% (g)

7,135

7,317

22,470

ENERGY - 0.4%

Oil, Gas & Consumable Fuels - 0.4%

Pemex Project Funding Master Trust 7.75%

20,968

21,212

FINANCIALS - 0.0%

Diversified Financial Services - 0.0%

MUFG Capital Finance 2 Ltd. 4.85% (j)

EUR

1,300

1,636

MUFG Capital Finance 3 Ltd. 2.68% (j)

JPY

150,000

1,350

2,986

TOTAL PREFERRED SECURITIES

(Cost $46,331)

46,668

Other - 0.0%

Delta Air Lines ALPA Claim (a)
(Cost $101)

8,380

398

Money Market Funds - 10.6%

Shares

Fidelity Cash Central Fund, 4.58% (b)
(Cost $638,470)

638,470,076

638,470

TOTAL INVESTMENT PORTFOLIO - 106.5%

(Cost $6,380,024)

6,396,191

NET OTHER ASSETS - (6.5)%

(391,653)

NET ASSETS - 100%

$ 6,004,538

Swap Agreements

Expiration Date

Notional Amount (000s)

Value
(000s)

Interest Rate Swaps

Receive semi-annually a fixed rate equal to 4.807% and pay quarterly a floating rate based on 3-month LIBOR with JPMorgan Chase, Inc.

Sept. 2009

$ 55,000

$ 1,459

Receive semi-annually a fixed rate equal to 3.967% and pay quarterly a floating rate based on 3-month LIBOR with Citibank

Dec. 2009

11,100

26

Receive semi-annually a fixed rate equal to 4.64% and pay quarterly a floating rate based on 3-month LIBOR with Morgan Stanley, Inc.

Oct. 2009

75,000

877

Receive semi-annually a fixed rate equal to 4.681% and pay quarterly a floating rate based on a 3-month LIBOR with JPMorgan Chase, Inc.

Sept. 2009

67,000

1,621

Receive semi-annually a fixed rate equal to 4.915% and pay quarterly a floating rate based on 3-month LIBOR with Credit Suisse First Boston

August 2009

10,000

288

Receive semi-annually a fixed rate equal to 5.37% and pay quarterly a floating rate based on 3-month LIBOR with Credit Suisse First Boston

July 2009

22,000

787

$ 240,100

$ 5,058

Currency Abbreviations

BRL

-

Brazilian real

CAD

-

Canadian dollar

EGP

-

Egyptian pound

EUR

-

European Monetary Unit

GBP

-

British pound

JPY

-

Japanese yen

PEN

-

Peruvian new sol

RUB

-

Russian ruble

UYU

-

Uruguay peso

Legend

(a) Non-income producing

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

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

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

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

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

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $474,017,000 or 7.9% of net assets.

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

(i) A portion of the security is subject to a forward commitment to sell.

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

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

(l) Quantity represents share amount.

(m) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $25,000 or 0.0% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

ASAT Holdings Ltd. warrants 2/1/11

11/15/07

$ 0

Intermet Corp.

11/9/05

$ 2,153

(n) Position represents an unfunded loan commitment. At period end, the total principal amount and market value of unfunded commitments totaled $480,000 and $465,000, respectively. The coupon rate will be determined at time of settlement.

Affiliated Central Funds

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

Fund

Income earned (Amounts in thousands)

Fidelity Cash Central Fund

$ 26,525

Fidelity Floating Rate Central Fund

21,987

Total

$ 48,512

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

Fund
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Value,
end of
period

% ownership,
end of
period

Fidelity Floating Rate Central Fund

$ 138,003

$ 191,912

$ -

$ 313,392

12.6%

Other Information

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

United States of America

69.7%

Germany

3.7%

Canada

3.1%

United Kingdom

3.0%

Japan

2.5%

Argentina

2.1%

Venezuela

1.7%

Russia

1.6%

Brazil

1.2%

France

1.1%

Netherlands

1.1%

Ireland

1.0%

Others (individually less than 1%)

8.2%

100.0%

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

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)

December 31, 2007

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $5,412,046)

$ 5,444,329

Fidelity Central Funds (cost $967,978)

951,862

Total Investments (cost $6,380,024)

$ 6,396,191

Commitment to sell securities on a delayed delivery basis

(176,623)

Receivable for securities sold on a delayed delivery basis

176,747

124

Receivable for investments sold, regular delivery

50,724

Cash

1,649

Foreign currency held at value (cost $206)

206

Receivable for fund shares sold

19,062

Dividends receivable

47

Interest receivable

74,884

Distributions receivable from Fidelity Central Funds

4,283

Swap agreements, at value

5,058

Prepaid expenses

18

Other receivables

153

Total assets

6,552,399

Liabilities

Payable for investments purchased
Regular delivery

$ 43,562

Delayed delivery

480,428

Payable for fund shares redeemed

13,756

Distributions payable

4,459

Accrued management fee

2,795

Distribution fees payable

1,770

Other affiliated payables

894

Other payables and accrued expenses

197

Total liabilities

547,861

Net Assets

$ 6,004,538

Net Assets consist of:

Paid in capital

$ 5,932,611

Undistributed net investment income

6,580

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

43,844

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

21,503

Net Assets

$ 6,004,538

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)

December 31, 2007

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share ($1,931,359 ÷ 166,176 shares)

$ 11.62

Maximum offering price per share (100/96.00 of $11.62)

$ 12.10

Class T:
Net Asset Value
and redemption price per share ($1,982,884 ÷ 170,672 shares)

$ 11.62

Maximum offering price per share (100/96.00 of $11.62)

$ 12.10

Class B:
Net Asset Value
and offering price per share ($334,867 ÷ 28,750 shares)A

$ 11.65

Class C:
Net Asset Value
and offering price per share ($866,176 ÷ 74,654 shares)A

$ 11.60

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($889,252 ÷ 75,843 shares)

$ 11.72

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

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

Annual Report

Statement of Operations

Amounts in thousands

Year ended December 31, 2007

Investment Income

Dividends

$ 4,859

Interest

289,446

Income from Fidelity Central Funds

48,512

Total income

342,817

Expenses

Management fee

$ 30,882

Transfer agent fees

8,753

Distribution fees

19,363

Accounting fees and expenses

1,385

Custodian fees and expenses

306

Independent trustees' compensation

19

Registration fees

328

Audit

108

Legal

39

Interest

2

Miscellaneous

38

Total expenses before reductions

61,223

Expense reductions

(128)

61,095

Net investment income

281,722

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

95,456

Foreign currency transactions

1,263

Swap agreements

1,175

Total net realized gain (loss)

97,894

Change in net unrealized appreciation (depreciation) on:

Investment securities

(112,630)

Assets and liabilities in foreign currencies

(12)

Swap agreements

5,058

Delayed delivery commitments

124

Total change in net unrealized appreciation (depreciation)

(107,460)

Net gain (loss)

(9,566)

Net increase (decrease) in net assets resulting from operations

$ 272,156

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Year ended
December 31, 2007

Year ended
December 31, 2006

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 281,722

$ 200,671

Net realized gain (loss)

97,894

25,569

Change in net unrealized appreciation (depreciation)

(107,460)

65,522

Net increase (decrease) in net assets resulting
from operations

272,156

291,762

Distributions to shareholders from net investment income

(276,727)

(195,256)

Distributions to shareholders from net realized gain

(64,264)

(17,694)

Total distributions

(340,991)

(212,950)

Share transactions - net increase (decrease)

1,390,464

1,127,698

Total increase (decrease) in net assets

1,321,629

1,206,510

Net Assets

Beginning of period

4,682,909

3,476,399

End of period (including undistributed net investment income of $6,580 and undistributed net investment income of $8,150, respectively)

$ 6,004,538

$ 4,682,909

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

Annual Report

Financial Highlights - Class A

Years ended December 31,

2007

2006

2005

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 11.76

$ 11.54

$ 11.93

$ 11.63

$ 10.34

Income from Investment Operations

Net investment income C

.616

.600

.571

.600

.617

Net realized and unrealized gain (loss)

(.019)

.248

(.255)

.445

1.321

Total from investment operations

.597

.848

.316

1.045

1.938

Distributions from net investment income

(.607)

(.583)

(.551)

(.575)

(.648)

Distributions from net realized gain

(.130)

(.045)

(.155)

(.170)

-

Total distributions

(.737)

(.628)

(.706)

(.745)

(.648)

Net asset value, end of period

$ 11.62

$ 11.76

$ 11.54

$ 11.93

$ 11.63

Total ReturnA,B

5.22%

7.54%

2.75%

9.31%

19.20%

Ratios to Average Net AssetsD,F

Expenses before reductions

1.01%

.97%

.99%

1.00%

1.01%

Expenses net of fee waivers,
if any

1.01%

.97%

.99%

1.00%

1.01%

Expenses net of all reductions

1.01%

.97%

.99%

1.00%

1.00%

Net investment income

5.27%

5.18%

4.92%

5.20%

5.58%

Supplemental Data

Net assets, end of period
(in millions)

$ 1,931

$ 954

$ 647

$ 372

$ 187

Portfolio turnover rateE

149%

81%

109%

94%

153%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

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

Annual Report

Financial Highlights - Class T

Years ended December 31,

2007

2006

2005

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 11.76

$ 11.54

$ 11.92

$ 11.62

$ 10.33

Income from Investment Operations

Net investment incomeC

.620

.594

.564

.593

.604

Net realized and unrealized gain (loss)

(.021)

.248

(.245)

.443

1.322

Total from investment operations

.599

.842

.319

1.036

1.926

Distributions from net investment income

(.609)

(.577)

(.544)

(.566)

(.636)

Distributions from net realized gain

(.130)

(.045)

(.155)

(.170)

-

Total distributions

(.739)

(.622)

(.699)

(.736)

(.636)

Net asset value, end of period

$ 11.62

$ 11.76

$ 11.54

$ 11.92

$ 11.62

Total ReturnA,B

5.24%

7.49%

2.77%

9.23%

19.09%

Ratios to Average Net AssetsD,F

Expenses before reductions

.99%

1.02%

1.05%

1.07%

1.11%

Expenses net of fee waivers,
if any

.99%

1.02%

1.05%

1.07%

1.11%

Expenses net of all reductions

.99%

1.02%

1.05%

1.07%

1.11%

Net investment income

5.29%

5.13%

4.86%

5.13%

5.47%

Supplemental Data

Net assets, end of period
(in millions)

$ 1,983

$ 2,049

$ 1,427

$ 808

$ 515

Portfolio turnover rateE

149%

81%

109%

94%

153%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

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

Annual Report

Financial Highlights - Class B

Years ended December 31,

2007

2006

2005

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 11.79

$ 11.57

$ 11.95

$ 11.65

$ 10.35

Income from Investment Operations

Net investment incomeC

.533

.511

.486

.513

.533

Net realized and unrealized gain (loss)

(.022)

.247

(.249)

.441

1.330

Total from investment operations

.511

.758

.237

.954

1.863

Distributions from net investment income

(.521)

(.493)

(.462)

(.484)

(.563)

Distributions from net realized gain

(.130)

(.045)

(.155)

(.170)

-

Total distributions

(.651)

(.538)

(.617)

(.654)

(.563)

Net asset value, end of period

$ 11.65

$ 11.79

$ 11.57

$ 11.95

$ 11.65

Total ReturnA,B

4.44%

6.70%

2.06%

8.45%

18.38%

Ratios to Average Net AssetsD,F

Expenses before reductions

1.74%

1.76%

1.78%

1.78%

1.77%

Expenses net of fee waivers,
if any

1.74%

1.75%

1.75%

1.78%

1.77%

Expenses net of all reductions

1.74%

1.75%

1.75%

1.78%

1.77%

Net investment income

4.54%

4.40%

4.16%

4.42%

4.81%

Supplemental Data

Net assets, end of period
(in millions)

$ 335

$ 342

$ 342

$ 319

$ 287

Portfolio turnover rateE

149%

81%

109%

94%

153%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

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

Annual Report

Financial Highlights - Class C

Years ended December 31,

2007

2006

2005

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 11.74

$ 11.53

$ 11.91

$ 11.61

$ 10.32

Income from Investment Operations

Net investment incomeC

.526

.503

.475

.505

.525

Net realized and unrealized gain (loss)

(.020)

.238

(.246)

.444

1.320

Total from investment operations

.506

.741

.229

.949

1.845

Distributions from net investment income

(.516)

(.486)

(.454)

(.479)

(.555)

Distributions from net realized gain

(.130)

(.045)

(.155)

(.170)

-

Total distributions

(.646)

(.531)

(.609)

(.649)

(.555)

Net asset value, end of period

$ 11.60

$ 11.74

$ 11.53

$ 11.91

$ 11.61

Total ReturnA,B

4.42%

6.57%

1.99%

8.43%

18.24%

Ratios to Average Net AssetsD,F

Expenses before reductions

1.78%

1.81%

1.82%

1.82%

1.84%

Expenses net of fee waivers,
if any

1.78%

1.81%

1.82%

1.82%

1.84%

Expenses net of all reductions

1.78%

1.81%

1.82%

1.82%

1.84%

Net investment income

4.50%

4.34%

4.09%

4.37%

4.74%

Supplemental Data

Net assets, end of period
(in millions)

$ 866

$ 683

$ 540

$ 405

$ 277

Portfolio turnover rateE

149%

81%

109%

94%

153%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended December 31,

2007

2006

2005

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 11.86

$ 11.63

$ 12.02

$ 11.71

$ 10.40

Income from Investment Operations

Net investment incomeB

.652

.627

.599

.627

.635

Net realized and unrealized gain (loss)

(.027)

.252

(.262)

.449

1.338

Total from investment operations

.625

.879

.337

1.076

1.973

Distributions from net investment income

(.635)

(.604)

(.572)

(.596)

(.663)

Distributions from net realized gain

(.130)

(.045)

(.155)

(.170)

-

Total distributions

(.765)

(.649)

(.727)

(.766)

(.663)

Net asset value, end of period

$ 11.72

$ 11.86

$ 11.63

$ 12.02

$ 11.71

Total ReturnA

5.42%

7.76%

2.91%

9.53%

19.44%

Ratios to Average Net AssetsC,E

Expenses before reductions

.77%

.79%

.81%

.81%

.87%

Expenses net of fee waivers,
if any

.77%

.79%

.81%

.81%

.87%

Expenses net of all reductions

.76%

.79%

.80%

.81%

.87%

Net investment income

5.52%

5.36%

5.10%

5.38%

5.71%

Supplemental Data

Net assets, end of period
(in millions)

$ 889

$ 655

$ 520

$ 424

$ 291

Portfolio turnover rateD

149%

81%

109%

94%

153%

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

B Calculated based on average shares outstanding during the period.

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

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

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

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

Annual Report

Notes to Financial Statements

For the period ended December 31, 2007

(Amounts in thousands except ratios)

1. Organization.

Fidelity Advisor Strategic Income Fund (the Fund) is a fund of Fidelity Advisor Series II (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust.

The Fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class. The Fund's investments in emerging markets can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile.

2. Investments in Fidelity Central Funds.

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

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

Annual Report

2. Investments in Fidelity Central Funds - continued

The following summarizes the Fund's investment in each Fidelity Central Fund.

Fidelity Central Fund

Investment Manager

Investment Objective

Investment Practices

Fidelity Floating Rate Central Fund

Fidelity Management & Research Company, Inc. (FMRC)

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

Loans & Direct Debt Instruments,

Repurchase Agreements,

Restricted Securities

A holdings listing for the Fund, which presents direct holdings as well as the pro rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at advisor.fidelity.com. A complete list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's web site or upon request.

3. Significant Accounting Policies.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Security Valuation - continued

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

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV for processing shareholder transactions includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48), on June 29, 2007. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund's federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the Fund will claim a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. Certain adjustments have been made to the accounts relating to prior periods. Collectively, these adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to short-term capital gains, swap agreements, foreign currency transactions, market discount, partnerships (including allocations from Fidelity Central Funds), deferred trustees compensation, financing transactions and losses deferred due to wash sales.

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

Unrealized appreciation

$ 143,538

Unrealized depreciation

(112,360)

Net unrealized appreciation (depreciation)

31,178

Undistributed ordinary income

28,761

Undistributed long-term capital gain

7,386

Cost for federal income tax purposes

$ 6,365,013

The tax character of distributions paid was as follows:

December 31, 2007

December 31, 2006

Ordinary Income

$ 321,590

$ 199,188

Long-term Capital Gains

19,401

13,762

Total

$ 340,991

$ 212,950

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

4. Operating Policies.

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

Annual Report

4. Operating Policies - continued

Repurchase Agreements - continued

(including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

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

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

Loans and Other Direct Debt Instruments. The Fund may invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments, including revolving credit facilities, that obligate the Fund to supply additional cash to the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary. The Fund may be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these investments

Swap Agreements. The Fund may invest in swaps for the purpose of managing its exposure to interest rate, credit or market risk. Interest rate swaps are agreements to exchange cash flows periodically based on a notional principal amount, for example, the exchange of fixed rate interest payments for floating rate interest payments. The primary risk associated with interest rate swaps is that unfavorable changes in the fluctuation of interest rates could adversely impact a fund.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Operating Policies - continued

Swap Agreements - continued

Swaps are marked-to-market daily based on dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Periodic payments received or made by the Fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively. Gains or losses are realized upon early termination of the swap agreement. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with a fund's custodian in compliance with swap contracts. Risks may exceed amounts recognized on the Statement of Assets and Liabilities. These risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts' terms and the possible lack of liquidity with respect to the swap agreements. Details of swap agreements open at period end are included in the Fund's Schedule of Investments under the caption "Swap Agreements".

5. Purchases and Sales of Investments.

Purchases and sales of securities (including the Fixed Income Central Funds), other than short-term securities and U.S. government securities, aggregated $3,220,957 and $2,551,985, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .12% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .57% of the Fund's average net assets.

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

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

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

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

$ 3,067

$ 683

Class T

0%

.25%

5,524

253

Class B

.65%

.25%

3,020

2,182

Class C

.75%

.25%

7,752

2,181

$ 19,363

$ 5,299

On January 18, 2007, the Board of Trustees approved an increase in Class A's Service fee from .15% to .25%, effective April 1, 2007.

Sales Load. FDC receives a front-end sales charge of up to 4.00% for selling Class A and Class T shares, (4.75% for Class A and 3.50% for Class T shares prior to April 1, 2007), some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

Retained
by FDC

Class A

$ 528

Class T

145

Class B*

693

Class C*

120

$ 1,486

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

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

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

Amount

% of
Average
Net Assets

Class A

$ 2,300

.17

Class T

3,017

.14

Class B

790

.24

Class C

1,357

.18

Institutional Class

1,289

.16

$ 8,753

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The fee is based on the level of average net assets for the month.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $11 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. 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. The average daily loan balance during the period for which loans were outstanding amounted to $11,371. The weighted average interest rate was 4.88%. The interest expense amounted to $2 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

9. Expense Reductions.

Through arrangements with the Fund's custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $78.

Annual Report

9. Expense Reductions - continued

During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class A

$ 23

Class T

6

Class C

1

Institutional Class

6

$ 36

10. Credit Risk.

The Fund's relatively large investment in countries with limited or developing capital markets may involve greater risks than investments in more developed markets and the prices of such investments may be volatile. The yields of emerging market debt obligations reflect, among other things, perceived credit risk. The consequences of political, social or economic changes in these markets may have disruptive effects on the market prices of the Fund's investments and the income they generate, as well as the Fund's ability to repatriate such amounts.

11. Other.

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

In September 2006, FIIOC, the Fund's transfer agent notified the Fund that the Fund's books and records did not reflect a conversion of certain Class B to Class A shares upon their conversion date. In March 2007, FIIOC converted the relevant Class B shares to Class A shares and recorded the conversion in the books and records of the Fund which did not result in a material impact to the Fund's reported net assets or results of operations in the accompanying financial statements. FIIOC has remediated affected shareholders and reimbursed the Fund for all related audit and legal expenses.

The United States Securities and Exchange Commission ("SEC") is conducting an investigation of FMR (covering the years 2002 to 2004) arising from gifts, gratuities and

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

11. Other - continued

business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during that period. FMR is in discussions with the SEC staff regarding the possible resolution of the matter, but as of period-end no final resolution has been reached.

In December 2006, the Independent Trustees completed their own investigation of the matter with the assistance of independent counsel. The Independent Trustees and FMR agree that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and is worthy of redress. Accordingly, the Independent Trustees have requested and FMR has agreed to pay $42 million to Fidelity mutual funds, plus interest to be determined at the time that payment is made. A method of allocating this payment among the funds has not yet been determined. The total payment to the Fund is not anticipated to have a material impact on the Fund's net assets. In addition, FMR reimbursed related legal expenses which are recorded in the accompanying Statement of Operations as an expense reduction.

12. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended December 31,

2007

2006

From net investment income

Class A

$ 69,443

$ 39,561

Class T

114,586

85,776

Class B

14,875

14,254

Class C

34,291

25,171

Institutional Class

43,532

30,494

Total

$ 276,727

$ 195,256

From net realized gain

Class A

$ 19,657

$ 3,611

Class T

22,248

7,750

Class B

3,708

1,297

Class C

9,265

2,586

Institutional Class

9,386

2,450

Total

$ 64,264

$ 17,694

Annual Report

13. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Years ended December 31,

2007

2006

2007

2006

Class A

Shares sold

105,260

40,212

$ 1,231,222

$ 466,984

Reinvestment of distributions

6,633

3,038

77,535

35,402

Shares redeemed

(26,839)

(18,183)

(314,378)

(210,949)

Net increase (decrease)

85,054

25,067

$ 994,379

$ 291,437

Class T

Shares sold

61,556

77,408

$ 723,556

$ 898,907

Reinvestment of distributions

11,119

7,566

130,043

88,116

Shares redeemed

(76,260)

(34,402)

(891,357)

(398,985)

Net increase (decrease)

(3,585)

50,572

$ (37,758)

$ 588,038

Class B

Shares sold

5,950

6,165

$ 69,926

$ 71,729

Reinvestment of distributions

1,194

980

13,990

11,432

Shares redeemed

(7,422)

(7,683)

(87,195)

(89,296)

Net increase (decrease)

(278)

(538)

$ (3,279)

$ (6,135)

Class C

Shares sold

26,139

20,716

$ 306,154

$ 240,191

Reinvestment of distributions

2,725

1,708

31,803

19,867

Shares redeemed

(12,340)

(11,121)

(144,301)

(128,793)

Net increase (decrease)

16,524

11,303

$ 193,656

$ 131,265

Institutional Class

Shares sold

37,630

32,933

$ 445,192

$ 385,367

Reinvestment of distributions

3,340

2,240

39,395

26,269

Shares redeemed

(20,371)

(24,654)

(241,121)

(288,543)

Net increase (decrease)

20,599

10,519

$ 243,466

$ 123,093

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Advisor Series II and Shareholders of Fidelity Advisor Strategic Income Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Advisor Strategic Income Fund (the Fund), a fund of Fidelity Advisor Series II, including the schedule of investments, as of December 31, 2007, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2007, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Advisor Strategic Income Fund as of December 31, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 29, 2008

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 373 funds advised by FMR or an affiliate. Mr. Curvey oversees 368 funds advised by FMR or an affiliate.

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

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

Interested Trustees*:

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

Name, Age; Principal Occupation

Edward C. Johnson 3d (77)

Year of Election or Appointment: 1986

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL). Mr. Edward C. Johnson 3d and Mr. Arthur E. Johnson are not related.

James C. Curvey (72)

Year of Election or Appointment: 2007

Mr. Curvey also serves as Trustee (2007-present) or Member of the Advisory Board (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of FMR and FMR Co., Inc. (2007-
present). Mr. Curvey is also Vice Chairman (2006-present) and Director of FMR LLC. Mr. Curvey joined Fidelity in 1982 and served in numerous senior management positions, including President and Chief Operating Officer of FMR LLC (1997-2000) and President of Fidelity Strategic Investments (2000-2002). In addition, he serves as a member of the Board of Directors of Geerlings & Wade, Inc. (wine distribution).

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR. FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.

Independent Trustees:

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

Name, Age; Principal Occupation

Dennis J. Dirks (59)

Year of Election or Appointment: 2005

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

Albert R. Gamper, Jr. (65)

Year of Election or Appointment: 2006

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

George H. Heilmeier (71)

Year of Election or Appointment: 2004

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

James H. Keyes (67)

Year of Election or Appointment: 2007

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

Marie L. Knowles (61)

Year of Election or Appointment: 2001

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

Ned C. Lautenbach (63)

Year of Election or Appointment: 2000

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

Cornelia M. Small (63)

Year of Election or Appointment: 2005

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

William S. Stavropoulos (68)

Year of Election or Appointment: 2001

Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment firm, 2005-present). He is a special advisor to Clayton, Dubilier & Rice, Inc., a private equity investment firm. He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Kenneth L. Wolfe (68)

Year of Election or Appointment: 2005

Mr. Wolfe is Chairman and a Director of Hershey Foods Corporation (2007-present), where prior to his retirement in 2001, he was Chairman and Chief Executive Officer. Mr. Wolfe currently serves as a member of the board of Revlon Inc. (2004-present). Previously, Mr. Wolfe served as a member of the boards of Adelphia Communications Corporation (2003-2006) and Bausch & Lomb, Inc. (1993-2007).

Advisory Board Members and Executive Officers**:

Correspondence intended for Mr. Mauriello, Mr. Thomas, Mr. Wiley, Mr. Lacy, and Mr. Arthur Johnson may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Arthur E. Johnson (60)

Year of Election or Appointment: 2008

Member of the Advisory Board of Fidelity Advisor Series II. Mr. Johnson serves as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor). In addition, Mr. Johnson serves as a member of the Board of Directors of AGL Resources, Inc. (holding company, 2002-present), and IKON Office Solutions, Inc. (document management systems and services).
Mr. Arthur E. Johnson and Mr. Edward C. Johnson 3d are not related.

Name, Age; Principal Occupation

Alan J. Lacy (54)

Year of Election or Appointment: 2008

Member of the Advisory Board of Fidelity Advisor Series II. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (a private equity firm). Mr. Lacy also served as Vice Chairman and Chief Executive Officer of Sears Holdings Corporation and Sears, Roebuck and Co. (retail, 2005-2006; 2000-2005). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb (global pharmaceuticals, 2007-present). Mr. Lacy is a Trustee of the National Parks Conservation Association and The Field Museum of Natural History.

Peter S. Lynch (63)

Year of Election or Appointment: 2003

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

Joseph Mauriello (63)

Year of Election or Appointment: 2007

Member of the Advisory Board of Fidelity Advisor Series II. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-
2004) of KPMG LLP US (professional services firm, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance company, 2006-
present) and of Arcadia Resources Inc. (health care services and products, 2007-present). He also served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).

David M. Thomas (58)

Year of Election or Appointment: 2007

Member of the Advisory Board of Fidelity Advisor Series II. Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Heath, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products holding company), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (57)

Year of Election or Appointment: 2007

Member of the Advisory Board of Fidelity Advisor Series II. Mr. Wiley also serves as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). He serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production company, 2005-present). In addition, he also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting firm, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment firm), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services company, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production company, 2001-2005).

Kimberley H. Monasterio (44)

Year of Election or Appointment: 2007

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

Ren Y. Cheng (50)

Year of Election or Appointment: 2007

Vice President of Advisor Strategic Income. Mr. Cheng also serves as Vice President of certain Asset Allocation Funds (2007-present). Mr. Cheng is Chief Investment Officer of the Global Asset Allocation group (2007-present). Mr. Cheng also serves as Vice President of FMR and FMR Co., Inc. Mr. Cheng served as Managing Director of the Global Asset Allocation group (2005-2007). Previously, Mr. Cheng served as a portfolio manager for the Fidelity Freedom Funds.

Boyce I. Greer (51)

Year of Election or Appointment: 2005

Vice President of Advisor Strategic Income. Mr. Greer also serves as Vice President of certain Asset Allocation Funds (2005-present), Fixed-Income Funds (2006-present), and Money Market Funds (2006-present). Mr. Greer is also a Trustee of other investment companies advised by FMR (2003-present). Mr. Greer is an Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present), and Senior Vice President of Fidelity Investments Money Management, Inc. (2006-present). Previously, Mr. Greer served as Vice President of certain Fidelity Equity Funds (2005-2007), a Director and Managing Director of Strategic Advisers, Inc. (2002-2005), and Executive Vice President (2000-2002) and Money Market Group Leader (1997-2002) of the Fidelity Investments Fixed Income Division. Mr. Greer also served as Vice President of Fidelity's Money Market Funds (1997-2002), Senior Vice President of FMR (1997-2002), and Vice President of FIMM (1998-2002).

Eric D. Roiter (59)

Year of Election or Appointment: 1998

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

John B. McGinty, Jr. (45)

Year of Election or Appointment: 2008

Assistant Secretary of Advisor Strategic Income. Mr. McGinty also serves as Assistant Secretary of other Fidelity funds (2008-present) and is an employee of FMR LLC (2004-present). Mr. McGinty also serves as Senior Vice President, Secretary, and Chief Legal Officer of Fidelity Distributors Corporation (FDC) (2007-present). Before joining Fidelity Investments, Mr. McGinty practiced law at Ropes & Gray, LLP.

R. Stephen Ganis (41)

Year of Election or Appointment: 2006

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

Joseph B. Hollis (59)

Year of Election or Appointment: 2006

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

Kenneth A. Rathgeber (60)

Year of Election or Appointment: 2004

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

Bryan A. Mehrmann (46)

Year of Election or Appointment: 2005

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

Kenneth B. Robins (38)

Year of Election or Appointment: 2005

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

Robert G. Byrnes (41)

Year of Election or Appointment: 2005

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

Peter L. Lydecker (53)

Year of Election or Appointment: 2004

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

Paul M. Murphy (60)

Year of Election or Appointment: 2007

Assistant Treasurer of Advisor Strategic Income. Mr. Murphy also serves as Assistant Treasurer of other Fidelity funds (2007-present) and is an employee of FMR (2007-present). Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity Funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services Group (FPCMS) (1994-2007).

Gary W. Ryan (49)

Year of Election or Appointment: 2005

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

** FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.

Annual Report

Distributions

The Board of Trustees of Advisor Strategic Income Fund: Institutional Class voted to pay on February 19, 2008, to shareholders of record at the opening of business on February 15, 2008, a distribution of $0.07 per share derived from capital gains realized from sales of portfolio securities.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended December 31, 2007 $22,210,317 or, if subsequently determined to be different, the net capital gain of such year.

The fund designates $194,970,909 of distributions paid during the period January 1, 2007 to December 31, 2007 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2008 of amounts for use in preparing 2007 income tax returns.

Annual Report

Annual Report

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Research & Analysis Company

Fidelity Investments Japan Limited

Fidelity International Investment Advisors

Fidelity International Investment Advisors (U.K.) Limited

Fidelity Investments Money Management, Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York

New York, NY

SII-UANN-0208
1.787728.104

(Fidelity Investment logo)(registered trademark)

Item 2. Code of Ethics

As of the end of the period, December 31, 2007, Fidelity Advisor Series II (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Board of Trustees of the trust has determined that Marie L. Knowles is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Ms. Knowles is independent for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services

(a) Audit Fees.

For the fiscal years ended December 31, 2007 and December 31, 2006, the aggregate Audit Fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte Entities") for professional services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years, for the Fidelity Advisor Strategic Income Fund (the fund) and for all funds in the Fidelity Group of Funds are shown in the table below.

Fund

2007A

2006A

Fidelity Advisor Strategic Income Fund

$80,000

$67,000

All funds in the Fidelity Group of Funds audited by Deloitte Entities

$7,500,000

$6,700,000

A

Aggregate amounts may reflect rounding.

(b) Audit-Related Fees.

In each of the fiscal years ended December 31, 2007 and December 31, 2006 the aggregate Audit-Related Fees billed by Deloitte Entities for services rendered for assurance and related services to the fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Fund

2007A

2006A

Fidelity Advisor Strategic Income Fund

$0

$0

A

Aggregate amounts may reflect rounding.

In each of the fiscal years ended December 31, 2007 and December 31, 2006, the aggregate Audit-Related Fees that were billed by Deloitte Entities that were required to be approved by the Audit Committee for services rendered on behalf of Fidelity Management & Research Company (FMR) and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the fund ("Fund Service Providers") for assurance and related services that relate directly to the operations and financial reporting of the fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Billed By

2007A

2006A

Deloitte Entities

$0

$0

A

Aggregate amounts may reflect rounding.

Fees included in the audit-related category comprise assurance and related services (e.g., due diligence services) that are traditionally performed by the independent registered public accounting firm. These audit-related services include due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, internal control reviews, attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

(c) Tax Fees.

In each of the fiscal years ended December 31, 2007 and December 31, 2006, the aggregate Tax Fees billed by Deloitte Entities for professional services rendered for tax compliance, tax advice, and tax planning for the fund is shown in the table below.

Fund

2007A

2006A

Fidelity Advisor Strategic Income Fund

$6,300

$3,700

A

Aggregate amounts may reflect rounding.

In each of the fiscal years ended December 31, 2007 and December 31, 2006, the aggregate Tax Fees billed by Deloitte Entities that were required to be approved by the Audit Committee for professional services rendered on behalf of the Fund Service Providers for tax compliance, tax advice, and tax planning that relate directly to the operations and financial reporting of the fund is shown in the table below.

Billed By

2007A

2006A

Deloitte Entities

$0

$0

A

Aggregate amounts may reflect rounding.

Fees included in the Tax Fees category comprise all services performed by professional staff in the independent registered public accounting firm's tax division except those services related to the audit. Typically, this category would include fees for tax compliance, tax planning, and tax advice. Tax compliance, tax advice, and tax planning services include preparation of original and amended tax returns, claims for refund and tax payment-planning services, assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.

(d) All Other Fees.

In each of the fiscal years ended December 31, 2007 and December 31, 2006, the aggregate Other Fees billed by Deloitte Entities for all other non-audit services rendered to the fund is shown in the table below.

Fund

2007A

2006A

Fidelity Advisor Strategic Income Fund

$0

$0

A

Aggregate amounts may reflect rounding.

In each of the fiscal years ended December 31, 2007 and December 31, 2006, the aggregate Other Fees billed by Deloitte Entities that were required to be approved by the Audit Committee for all other non-audit services rendered on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of the fund is shown in the table below.

Billed By

2007A

2006A,B

Deloitte Entities

$0

$0

A

Aggregate amounts may reflect rounding.

B

Reflects current period presentation.

Fees included in the All Other Fees category include services related to internal control reviews, strategy and other consulting, financial information systems design and implementation, consulting on other information systems, and other tax services unrelated to the fund.

(e) (1)

Audit Committee Pre-Approval Policies and Procedures:

The trust's Audit Committee must pre-approve all audit and non-audit services provided by the independent registered public accounting firm relating to the operations or financial reporting of the fund. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The trust's Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity Fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund (Covered Service) are subject to approval by the Audit Committee before such service is provided. Non-audit services provided by a fund audit firm for a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund (Non-Covered Service) but that are expected to exceed $50,000 are also subject to pre-approval by the Audit Committee.

All Covered Services, as well as Non-Covered Services that are expected to exceed $50,000, must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee. Neither pre-approval nor advance notice of Non-Covered Service engagements for which fees are not expected to exceed $50,000 is required; such engagements are to be reported to the Audit Committee monthly.

(e) (2)

Services approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X:

Audit-Related Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 2007 and December 31, 2006 on behalf of the fund.

There were no amounts that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 2007 and December 31, 2006 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of the fund.

Tax Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 2007 and December 31, 2006 on behalf of the fund.

There were no amounts that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 2007 and December 31, 2006 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of the fund.

All Other Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 2007 and December 31, 2006 on behalf of the fund.

There were no amounts that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 2007 and December 31, 2006 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of the fund.

(f) Not Applicable.

(g) For the fiscal years ended December 31, 2007 and December 31, 2006, the aggregate fees billed by Deloitte Entities of $680,000A and $720,000A for non-audit services rendered on behalf of the fund, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services are shown in the table below.

2007A

2006A,B

Covered Services

$5,000

$5,000

Non-Covered Services

$675,000

$715,000

A

Aggregate amounts may reflect rounding.

B

Reflects current period presentation.

(h) The trust's Audit Committee has considered Non-Covered Services that were not pre-approved that were provided by Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of Deloitte Entities in its audit of the fund, taking into account representations from Deloitte Entities, in accordance with Independence Standards Board Standard No.1, regarding its independence from the fund and its related entities.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments

Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the trust's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the trust's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the trust's internal control over financial reporting.

Item 12. Exhibits

(a)

(1)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Advisor Series II

By:

/s/Kimberley Monasterio

Kimberley Monasterio

President and Treasurer

Date:

March 7, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/Kimberley Monasterio

Kimberley Monasterio

President and Treasurer

Date:

March 7, 2008

By:

/s/Joseph B. Hollis

Joseph B. Hollis

Chief Financial Officer

Date:

March 7, 2008