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 811-4085

Fidelity Income Fund
(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:	July 31

Date of reporting period:	July 31, 2005

Item 1. Reports to Stockholders

Fidelity® Ginnie Mae Fund

Fidelity Government
Income Fund

Fidelity Intermediate
Government Income Fund

Annual Report

July 31, 2005

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Fidelity Ginnie Mae Fund
	<Click Here>	Performance
	<Click Here>	Management's Discussion of Fund Performance
	<Click Here>	Investment Changes
	<Click Here>	Investments
	<Click Here>	Financial Statements
Fidelity Government Income Fund
	<Click Here>	Performance
	<Click Here>	Management's Discussion of Fund Performance
	<Click Here>	Investment Changes
	<Click Here>	Investments
	<Click Here>	Financial Statements
Fidelity Intermediate Government Income Fund
	<Click Here>	Performance
	<Click Here>	Management's Discussion of Fund Performance
	<Click Here>	Investment Changes
	<Click Here>	Investments
	<Click Here>	Financial Statements
Notes	<Click Here>	Notes to the financial statements
Report of Independent Registered Public Accounting Firm	<Click Here>
Trustees and Officers	<Click Here>
Distributions	<Click Here>
Board Approval of Investment Advisory Contracts and Management Fees	<Click Here>

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. 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 funds. This report is not authorized for distribution to prospective investors in the funds 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 quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com/holdings.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the funds nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

During the past year or so, much has been reported about the mutual fund industry, and much of it has been more critical than I believe is warranted. Allegations that some companies have been less than forthright with their shareholders have cast a shadow on the entire industry. I continue to find these reports disturbing, and assert that they do not create an accurate picture of the industry overall. Therefore, I would like to remind everyone where Fidelity stands on these issues. I will say two things specifically regarding allegations that some mutual fund companies were in violation of the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities.

First, Fidelity has no agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not a new policy. This is not to say that someone could not deceive the company through fraudulent acts. However, we are extremely diligent in preventing fraud from occurring in this manner - and in every other. But I underscore again that Fidelity has no so-called "agreements" that sanction illegal practices.

Second, Fidelity continues to stand on record, as we have for years, in opposition to predatory short-term trading that adversely affects shareholders in a mutual fund. Back in the 1980s, we initiated a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. Further, we took the lead several years ago in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. I am confident we will find other ways to make it more difficult for predatory traders to operate. However, this will only be achieved through close cooperation among regulators, legislators and the industry.

Yes, there have been unfortunate instances of unethical and illegal activity within the mutual fund industry from time to time. That is true of any industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. But we are still concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems. Every system can be improved, and we support and applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings.

For nearly 60 years, Fidelity has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Shareholder Expense Example

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds 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 (February 1, 2005 to July 31, 2005).

Actual Expenses

The first line of the table below for each 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 fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

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

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.

	Beginning Account Value February 1, 2005	Ending Account Value July 31, 2005	Expenses Paid During Period* February 1, 2005 to July 31, 2005
Ginnie Mae Fund
Actual	$ 1,000.00	$ 1,009.80	$ 2.74**
Hypothetical^A	$ 1,000.00	$ 1,022.07	$ 2.76**
Government Income Fund
Actual	$ 1,000.00	$ 1,009.70	$ 2.79**
Hypothetical^A	$ 1,000.00	$ 1,022.02	$ 2.81**
	Beginning Account Value February 1, 2005	Ending Account Value July 31, 2005	Expenses Paid During Period* February 1, 2005 to July 31, 2005
Intermediate Government Income Fund
Actual	$ 1,000.00	$ 1,004.90	$ 2.73**
Hypothetical^A	$ 1,000.00	$ 1,022.07	$ 2.76**

^A5% return per year before expenses

* Expenses are equal to each Fund's annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

	Annualized Expense Ratio
Ginnie Mae Fund	.55%**
Government Income Fund	.56%**
Intermediate Government Income Fund	.55%**

** If contractual expense reductions effective June 1, 2005 had been in effect during the entire period, the annualized expense ratios and the expenses paid in the actual and hypothetical examples above would have been as follows:

	Annualized Expense Ratio	Expenses Paid
Ginnie Mae Fund	.45%
Actual		$ 2.24
Hypothetical^A		$ 2.26
Government Income Fund	.45%
Actual		$ 2.24
Hypothetical^A		$ 2.26
Intermediate Government Income Fund	.45%
Actual		$ 2.24
Hypothetical^A		$ 2.26

^A5% return per year before expenses

Annual Report

Fidelity Ginnie Mae Fund

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value) 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 July 31, 2005	Past 1 year	Past 5 years	Past 10 years
Fidelity® Ginnie Mae Fund	4.11%	5.97%	6.06%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Ginnie Mae Fund on July 31, 1995. The chart shows how the value of your investment would have changed, and also shows how the Lehman Brothers® GNMA Index performed over the same period.

Annual Report

Fidelity Ginnie Mae Fund

Management's Discussion of Fund Performance

Comments from William Irving, Portfolio Manager of Fidelity® Ginnie Mae Fund

Not unlike the domestic equity markets, taxable bonds swung up and down during the 12 months ending July 31, 2005, rallying early in the period, then selling off in late winter, only to advance again in the spring. During the one-year period, the Lehman Brothers® Aggregate Bond Index - a measure of the overall investment-grade bond universe - rose 4.79%. Much of this gain came on the strength of returns from higher-yielding spread sectors, such as investment-grade corporates, reflected in the 5.76% return of the Lehman Brothers Credit Bond Index over the 12-month period. Mortgage-backed securities were spurred on by the relative stability of long-term interest rates, and the Lehman Brothers Mortgage-Backed Securities gained 4.67%. Treasuries also bolstered the overall market, as illustrated by the 4.62% return of the Lehman Brothers U.S. Treasury Index, which moved ahead on a flight to quality as investors continued to ponder the future direction of the U.S. economy. The Lehman Brothers U.S. Agency Index returned a more modest 3.88%.

For the 12 months ending July 31, 2005, the fund returned 4.11%, while the Lipper^SMGNMA Funds Average gained 3.40% and the Lehman Brothers GNMA Index returned 4.60%. Likely aiding the fund's outperformance of its Lipper peer group average was good sector selection. In particular, the fund's returns were helped by its stake in Fannie Mae and Freddie Mac securities, which tended to prepay less quickly than Ginnie Mae loans. Ginnie Mae securities experienced higher-than-expected prepayments as borrowers migrated to Ginnie Mae adjustable-rate loans and other lenders' more-competitively priced mortgage products. Security selection among 30-year mortgage pass-through securities generally was helpful as well, with my emphasis on lower-coupon, discount securities working out favorably, as they experienced comparatively less prepayment activity than higher-coupon, premium issues. On the flip side, my decision to maintain a very small exposure to "interest-only" securities - in which investors receive only the interest payments generated by the underlying loans - performed poorly due to higher-than-expected rates of prepayment.

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

Annual Report

Fidelity Ginnie Mae Fund

Investment Changes

Coupon Distribution as of July 31, 2005
	% of fund's investments	% of fund's investments 6 months ago
Less than 4%	3.2	2.1
4 - 4.99%	5.7	7.4
5 - 5.99%	43.5	38.7
6 - 6.99%	26.8	30.3
7 - 7.99%	5.2	6.8
8% and over	1.0	1.3

Coupon distribution shows the range of stated interest rates on the fund's investments, excluding short-term investments.

Average Years to Maturity as of July 31, 2005
		6 months ago
Years	4.9	4.2

Average years to maturity is based on the average time remaining until principal payments are expected from each of the fund's bonds, weighted by dollar amount.

Duration as of July 31, 2005
		6 months ago
Years	2.7	2.5

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

Asset Allocation (% of fund's net assets)
As of July 31, 2005			As of January 31, 2005
	Mortgage Securities* 79.2%			Mortgage Securities** 84.2%
	CMOs and Other Mortgage Related Securities 19.2%			CMOs and Other Mortgage Related Securities 12.2%
	Short-Term Investments and Net Other Assets 1.6%			Short-Term Investments and Net Other Assets 3.6%
* GNMA Securities		86.8%	** GNMA Securities		87.7%

Annual Report

Fidelity Ginnie Mae Fund

Investments July 31, 2005

Showing Percentage of Net Assets

U.S. Government Agency - Mortgage Securities - 79.2%
	Principal Amount (000s)		Value (Note 1) (000s)
Fannie Mae - 8.4%
3.753% 10/1/33 (c)	$ 652		$ 642
4.372% 4/1/35 (c)	449		448
4.409% 5/1/35 (c)	1,988		1,989
4.554% 7/1/35 (c)	2,425		2,426
4.823% 12/1/34 (c)	1,917		1,924
4.847% 12/1/34 (c)	769		771
5% 10/1/17 to 9/1/18	80,501		80,758
5.204% 6/1/35 (c)	3,393		3,438
5.5% 11/1/13 to 3/1/25 (a)	37,745		38,489
5.817% 5/1/35 (c)	4,696		4,746
6% 8/1/35 (a)	60,000		61,350
6.5% 10/1/17 to 3/1/34	47,383		49,064
6.5% 8/1/35 (a)	80,000		82,825
7% 11/1/16 to 3/1/17	2,492		2,608
7.5% 1/1/07 to 4/1/17	5,816		6,105
8.5% 12/1/27	560		609
9.5% 9/1/30	559		616
10.25% 10/1/18	17		18
11.5% 5/1/14 to 9/1/15	45		49
12.5% 11/1/13 to 7/1/16	108		120
13.25% 9/1/11	77		87
			339,082
Freddie Mac - 1.0%
4.498% 3/1/35 (c)	6,585		6,542
5.5% 11/1/17 to 3/1/25	30,042		30,459
8.5% 6/1/08 to 6/1/25	97		103
9% 7/1/08 to 7/1/21	384		404
9.5% 7/1/30 to 8/1/30	187		206
9.75% 12/1/08 to 4/1/13	36		38
10% 1/1/09 to 11/1/20	825		905
10.25% 2/1/09 to 11/1/16	352		380
10.5% 5/1/10	7		8
11.25% 2/1/10	23		25
11.75% 11/1/11	13		14
12% 5/1/10 to 2/1/17	118		130
12.5% 11/1/12 to 5/1/15	151		168
13% 5/1/14 to 11/1/14	17		19
13.5% 1/1/13 to 12/1/14	8		9
			39,410
Government National Mortgage Association - 69.8%
3% 4/20/35 (c)	4,534		4,454
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (Note 1) (000s)
Government National Mortgage Association - continued
3.5% 3/20/34	$ 1,293		$ 1,139
3.5% 5/20/34 (c)	2,175		2,139
3.5% 5/20/35 (c)	2,272		2,211
3.5% 6/20/35 (c)	2,426		2,363
3.5% 6/20/35 (c)	7,903		7,847
3.75% 1/20/34 (c)	25,154		24,742
3.75% 5/20/35 (c)	10,867		10,632
3.75% 6/20/35	5,769		5,621
4% 11/20/33	1,882		1,748
4.5% 12/20/32 to 4/20/34	219,570		212,254
4.5% 9/20/34 (c)	8,955		8,926
4.5% 3/20/35 (c)	1,373		1,368
5% 4/15/24 to 9/20/34	619,795		615,274
5% 2/20/35 (c)	503		506
5% 6/20/35 (c)	7,309		7,256
5% 8/1/35 (a)	7,054		7,008
5% 8/1/35 (a)	204,786		202,802
5% 8/1/35 (a)	45,057		44,620
5.5% 12/20/18 to 3/20/34	308,303		311,929
5.5% 8/1/35 (a)	178,588		180,876
6% 10/15/23 to 9/20/34	565,830		581,302
6% 7/1/35 (a)(b)	11,000		11,320
6.5% 4/15/23 to 11/20/34	308,089		321,424
7% 3/15/22 to 9/20/34	148,982		157,374
7.25% 9/15/27 to 12/15/30	610		649
7.5% 4/15/06 to 9/20/32	49,561		53,093
8% 4/15/06 to 7/15/32	19,546		21,034
8.5% 12/15/05 to 2/15/31	6,959		7,573
9% 5/15/08 to 6/15/30	3,059		3,356
9.5% 12/20/15 to 4/20/17	989		1,081
10.5% 1/15/14 to 9/15/19	916		1,026
13% 2/15/11 to 1/15/15	224		251
13.5% 7/15/10 to 1/15/15	43		48
			2,815,246
TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES (Cost $3,183,498)		3,193,738
Collateralized Mortgage Obligations - 16.8%
	Principal Amount (000s)		Value (Note 1) (000s)
U.S. Government Agency - 16.8%
Fannie Mae:
Series 2003-39 Class IA, 5.5% 10/25/22 (c)(d)	$ 6,596		$ 1,152
target amortization class Series G94-2 Class D, 6.45% 1/25/24	6,415		6,572
Fannie Mae guaranteed REMIC pass thru certificates:
planned amortization class Series 2003-8 Class QC, 5% 8/25/14	5,000		5,031
sequential pay:
Series 2002-63 Class LA, 5.5% 10/25/16	3,526		3,565
Series 2003-1 Class HB, 5% 9/25/16	14,227		14,304
Fannie Mae STRIP Series 353 Class 1, 7/1/34 (e)	2,853		2,162
Freddie Mac Multi-class participation certificates guaranteed:
planned amortization class:
Series 2220 Class PD, 8% 3/15/30	7,100		7,588
Series 2535 Class IP, 6% 6/15/29 (d)	5,619		162
Series 40 Class K, 6.5% 8/17/24	2,300		2,407
sequential pay:
Series 2601 Class TI, 5.5% 10/15/22 (d)	26,863		4,567
Series 2750 Class ZT, 5% 2/15/34	5,495		5,048
Series 2866 Class CY, 4.5% 10/15/19	4,491		4,331
Series 2406:
Class FP, 4.3681% 1/15/32 (c)	6,320		6,463
Class PF, 4.3681% 12/15/31 (c)	5,002		5,133
Series 2410 Class PF, 4.3681% 2/15/32 (c)	11,475		11,737
Ginnie Mae guaranteed Multi-family pass thru securities sequential pay Series 2002-71 Class Z, 5.5% 10/20/32	40,893		40,797
Ginnie Mae guaranteed REMIC pass thru securities:
planned amortization class:
Series 1994-4 Class KQ, 7.9875% 7/16/24	1,892		2,000
Series 2000-26 Class PK, 7.5% 9/20/30	6,138		6,318
Series 2001-13 Class PC, 6.5% 12/20/28	2,642		2,650
Series 2001-45 Class GC, 6.5% 10/20/30	1,040		1,042
Series 2001-53:
Class PB, 6.5% 11/20/31	10,000		10,544
Class TA, 6% 12/20/30	837		837
Series 2001-60 Class PD, 6% 10/20/30	9,541		9,668
Series 2001-65 Class PH, 6% 11/20/28	6,323		6,513
Series 2002-4 Class TB, 6.5% 3/20/31	33		33
Series 2003-12 Class IO, 5.5% 11/16/25 (d)	14,034		456
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (Note 1) (000s)
U.S. Government Agency - continued
Ginnie Mae guaranteed REMIC pass thru securities: - continued
planned amortization class:
Series 2003-19:
Class IG, 5.5% 1/16/24 (d)	$ 158		$ 0
Class IL, 5.5% 12/16/25 (d)	3,318		65
Series 2003-20 Class BI, 5.5% 5/16/27 (d)	16,496		709
Series 2003-29:
Class IB, 5.5% 11/16/24 (d)	8,707		129
Class IG, 5.5% 11/16/24 (d)	1,685		25
Series 2003-31 Class PI, 5.5% 4/16/30 (d)	33,408		2,165
Series 2003-33 Class NI, 5.5% 2/16/26 (d)	19,276		578
Series 2003-34 Class IO, 5.5% 4/16/28 (d)	32,872		2,242
Series 2003-4 Class LI, 5.5% 7/16/27 (d)	13,760		734
Series 2003-7:
Class IN, 5.5% 1/16/28 (d)	27,405		1,960
Class IP, 5.5% 10/16/25 (d)	3,213		108
Series 2003-70 CLass LE, 5% 7/20/32	44,000		43,524
Series 2003-79 Class PV, 5.5% 10/20/23	27,869		28,107
Series 2003-8 Class QI, 5.5% 1/16/27 (d)	2,449		99
Series 2004-19 Class DP, 5.5% 3/20/34	3,895		4,024
Series 2004-30 Class PC, 5% 11/20/30	19,736		19,674
Series 2004-41 Class PC, 5.5% 10/20/33	27,523		27,618
Series 2004-54 Class LE, 5.5% 8/20/33	45,183		45,437
Series 2004-64 Class KE, 5.5% 12/20/33	22,978		22,977
Series 2004-98 Class IG, 5.5% 2/20/30 (d)	2,581		458
Series 2005-17 Class IA, 5.5% 8/20/33 (d)	12,255		1,848
Series 2005-24 Class TC, 5.5% 3/20/35	5,403		5,438
Series 2008-28 Class PC, 5.5% 4/20/34	18,652		18,975
sequential pay:
Series 1995-4 Class CQ, 8% 6/20/25	1,498		1,547
Series 1998-23 Class ZB, 6.5% 6/20/28	38,098		39,505
Series 2001-15 Class VB, 6.5% 4/20/19	9,377		9,459
Series 2002-29 Class SK, 8.25% 5/20/32 (c)	787		809
Series 2002-41 Class VD, 6% 4/16/13	7,878		8,016
Series 2002-49 Class ZH, 6.5% 2/20/31	15,827		15,895
Series 2002-54 Class GA, 6.5% 7/20/31	4,082		4,103
Series 2002-88 Class GZ, 5.5% 12/20/32	23,046		22,699
Series 2003-7 Class VP, 6% 11/20/13	6,231		6,471
Series 2004-105 Class VD, 5.5% 6/17/16	12,644		12,882
Series 2004-86 Class G, 6% 10/20/34	6,273		6,720
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (Note 1) (000s)
U.S. Government Agency - continued
Ginnie Mae guaranteed REMIC pass thru securities: - continued
sequential pay:
Series 2005-28:
Class AJ, 5.5% 4/20/35	$ 98,826		$ 100,335
Class AK, 5.5% 4/20/35	50,808		51,578
Series 2005-6 Class EX, 5.5% 11/20/34	1,001		965
Series 1995-6 Class Z, 7% 9/20/25	4,332		4,508
Series 2005-47 Class ZY, 6% 6/20/35	4,020		4,131
Series 2005-6 Class EY, 5.5% 11/20/33	1,016		1,010
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $689,820)		678,607
Commercial Mortgage Securities - 2.4%

Fannie Mae:
sequential pay Series 2000-7 Class MB, 7.5259% 2/17/24 (c)	7,642		8,012
Series 1997-M1 Class N, 0.445% 10/17/36 (c)(d)	63,429		793
Fannie Mae guaranteed REMIC pass thru certificates:
Series 1998-M3 Class IB, 0.9353% 1/17/38 (c)(d)	48,327		1,674
Series 1998-M4 Class N, 1.3208% 2/25/35 (c)(d)	28,804		1,141
Ginnie Mae guaranteed Multi-family pass thru securities:
sequential pay Series 2001-58 Class X, 1.4331% 9/16/41 (c)(d)	202,928		10,598
Series 2001-12 Class X, 1.1882% 7/16/40 (c)(d)	92,556		4,433
Ginnie Mae guaranteed REMIC pass thru securities:
sequential pay Series 2002-81 Class IO, 2.0054% 9/16/42 (c)(d)	124,610		10,280
Series 2002-62 Class IO, 1.8809% 8/16/42 (c)(d)	111,080		8,471
Series 2002-85 Class X, 2.278% 3/16/42 (c)(d)	103,425		11,183
Series 2003-22 Class XA, 0.3923% 2/16/43 (c)(d)	280,866		18,926
Series 2003-36 Class XA, 0.2815% 3/16/43 (d)	306,419		20,109
Series 2003-47 Class XA, 0.1927% 6/16/43 (c)(d)	38,859		1,829
TOTAL COMMERCIAL MORTGAGE SECURITIES (Cost $118,028)		97,449
Cash Equivalents - 16.7%
	Maturity Amount (000s)		Value (Note 1) (000s)
Investments in repurchase agreements (Collateralized by U.S. Government Obligations, in a joint trading account at 3.32%, dated 7/29/05 due 8/1/05) (f) (Cost $671,374)	$ 671,559		$ 671,374
TOTAL INVESTMENT PORTFOLIO - 115.1% (Cost $4,662,720)			4,641,168
NET OTHER ASSETS - (15.1)%			(607,691)
NET ASSETS - 100%		$ 4,033,477

Legend

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

(b) Security or a portion of the security is subject to a forward commitment sell.

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

(e) Principal Only Strips represent the right to receive the monthly principal payments on an underlying pool of mortgage loans.

(f) Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement/ Counterparty	Value (000s)
$671,374,000 due 8/1/05 at 3.32%
Banc of America Securities LLC	$ 134,493
Bank of America, National Association	69,866
Barclays Capital Inc.	279,465
Countrywide Securities Corporation	69,866
Morgan Stanley & Co. Incorporated.	100,217
UBS Securities LLC	17,467
	$ 671,374

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

Annual Report

Fidelity Ginnie Mae Fund

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)	July 31, 2005

Assets
Investment in securities, at value (including repurchase agreements of $671,374) (cost $4,662,720) - See accompanying schedule		$ 4,641,168
Commitment to sell securities on a delayed delivery basis	$ (11,320)
Receivable for securities sold on a delayed delivery basis	11,344	24
Cash		867
Receivable for investments sold Regular delivery		10,579
Delayed delivery		3,267
Receivable for fund shares sold		2,402
Interest receivable		18,123
Other affiliated receivables		9
Total assets		4,676,439

Liabilities
Payable for investments purchased Regular delivery	$ 33,029
Delayed delivery	602,392
Payable for fund shares redeemed	4,091
Distributions payable	1,541
Accrued management fee	1,091
Other affiliated payables	480
Other payables and accrued expenses	338
Total liabilities		642,962

Net Assets		$ 4,033,477
Net Assets consist of:
Paid in capital		$ 4,041,273
Undistributed net investment income		7,375
Accumulated undistributed net realized gain (loss) on investments		6,357
Net unrealized appreciation (depreciation) on investments		(21,528)
Net Assets, for 366,741 shares outstanding		$ 4,033,477
Net Asset Value, offering price and redemption price per share ($4,033,477 ÷ 366,741 shares)		$ 11.00

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended July 31, 2005

Investment Income
Interest		$ 184,601

Expenses
Management fee	$ 16,491
Transfer agent fees	4,846
Accounting fees and expenses	946
Fund wide operations fee	176
Independent trustees' compensation	21
Appreciation in deferred trustee compensation account	2
Custodian fees and expenses	325
Registration fees	72
Audit	97
Legal	9
Miscellaneous	10
Total expenses before reductions	22,995
Expense reductions	(23)	22,972
Net investment income		161,629
Realized and Unrealized Gain (Loss) Net realized gain (loss) on investment securities		25,145
Change in net unrealized appreciation (depreciation) on: Investment securities	(26,113)
Delayed delivery commitments	639
Total change in net unrealized appreciation (depreciation)		(25,474)
Net gain (loss)		(329)
Net increase (decrease) in net assets resulting from operations		$ 161,300

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

Annual Report

Fidelity Ginnie Mae Fund
Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Year ended July 31, 2005	Year ended July 31, 2004
Increase (Decrease) in Net Assets
Operations
Net investment income	$ 161,629	$ 163,025
Net realized gain (loss)	25,145	(684)
Change in net unrealized appreciation (depreciation)	(25,474)	16,509
Net increase (decrease) in net assets resulting from operations	161,300	178,850
Distributions to shareholders from net investment income	(162,997)	(155,883)
Distributions to shareholders from net realized gain	-	(36,640)
Total distributions	(162,997)	(192,523)
Share transactions Proceeds from sales of shares	798,447	622,507
Reinvestment of distributions	144,222	171,102
Cost of shares redeemed	(884,514)	(2,409,367)
Net increase (decrease) in net assets resulting from share transactions	58,155	(1,615,758)
Total increase (decrease) in net assets	56,458	(1,629,431)

Net Assets
Beginning of period	3,977,019	5,606,450
End of period (including undistributed net investment income of $7,375 and undistributed net investment income of $2,901, respectively)	$ 4,033,477	$ 3,977,019
Other Information Shares
Sold	72,083	56,098
Issued in reinvestment of distributions	13,026	15,437
Redeemed	(79,918)	(217,505)
Net increase (decrease)	5,191	(145,970)

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

Annual Report

Financial Highlights

Years ended July 31,	2005	2004	2003	2002	2001
Selected Per-Share Data
Net asset value, beginning of period	$ 11.00	$ 11.05	$ 11.11	$ 10.91	$ 10.42
Income from Investment Operations
Net investment income^B	.443	.404	.364	.563^E	.684
Net realized and unrealized gain (loss)	.004^C	.027	(.029)	.225^E	.487
Total from investment operations	.447	.431	.335	.788	1.171
Distributions from net investment income	(.447)	(.391)	(.395)	(.588)	(.681)
Distributions from net realized gain	-	(.090)	-	-	-
Total distributions	(.447)	(.481)	(.395)	(.588)	(.681)
Net asset value, end of period	$ 11.00	$ 11.00	$ 11.05	$ 11.11	$ 10.91
Total Return^A	4.11%	3.96%	3.02%	7.42%	11.55%
Ratios to Average Net Assets^D
Expenses before expense reductions	.57%	.60%	.57%	.60%	.63%
Expenses net of voluntary waivers, if any	.57%	.60%	.57%	.60%	.62%
Expenses net of all reductions	.57%	.60%	.57%	.60%	.62%
Net investment income	4.00%	3.64%	3.25%	5.15%^E	6.40%
Supplemental Data
Net assets, end of period (in millions)	$ 4,033	$ 3,977	$ 5,606	$ 5,743	$ 2,836
Portfolio turnover rate	160%	155%	262%	327%	120%

^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 The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the fund.

^D Expense ratios reflect operating expenses of the fund. 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 fund during periods when reimbursements or reductions occur. Expenses net of any voluntary 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 fund.

^E Effective August 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

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

Annual Report

Fidelity Government Income Fund

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2005	Past 1 year	Past 5 years	Past 10 years
Fidelity Government Income Fund	4.24%	6.35%	6.07%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Government Income Fund on July 31, 1995. The chart shows how the value of your investment would have changed, and also shows how the Lehman Brothers Government Bond Index performed over the same period.

Annual Report

Fidelity Government Income Fund

Management's Discussion of Fund Performance

Comments from George Fischer, Portfolio Manager of Fidelity® Government Income Fund

For the 12 months ending July 31, 2005, the fund gained 4.24%, while the Lehman Brothers 75% U.S. Government/25% Mortgage-Backed Securities Index returned 4.46% and the Lipper^SMGeneral U.S. Government Funds Average returned 4.24%. Aiding the fund's performance was my sector selection. In particular, my decisions to maintain an overweighting relative to the index in agency securities throughout the year, while significantly underweighting Treasuries, worked out well, as agencies outpaced similar-duration Treasuries. Within the Treasury sector, an allocation to Treasury Inflation-Protected Securities (TIPS) also contributed to the fund's performance, as they fared well throughout most of the year. In addition, my yield-curve strategy - which involved positioning the fund for a flattening of the curve - worked in our favor. In terms of disappointments, the fund's performance probably would have been helped had I owned more mortgage securities, which outpaced agencies during much of the past year.

Annual Report

Fidelity Government Income Fund

Investment Changes

Coupon Distribution as of July 31, 2005
	% of fund's investments	% of fund's investments 6 months ago
Less than 2%	4.3	2.9
2 - 2.99%	15.1	18.7
3 - 3.99%	16.2	21.0
4 - 4.99%	12.8	12.3
5 - 5.99%	20.4	16.7
6 - 6.99%	12.0	8.2
7 - 7.99%	2.5	1.5
8% and over	3.8	4.8

Coupon distribution shows the range of stated interest rates on the fund's investments, excluding short-term investments.

Average Years to Maturity as of July 31, 2005
		6 months ago
Years	6.1	6.0

Average years to maturity is based on the average time remaining until principal payments are expected from each of the fund's bonds, weighted by dollar amount.

Duration as of July 31, 2005
		6 months ago
Years	4.1	4.2

Asset Allocation (% of fund's net assets)
As of July 31, 2005*			As of January 31, 2005**
	Mortgage Securities 21.4%			Mortgage Securities 13.7%
	CMOs and Other Mortgage Related Securities 5.6%			CMOs and Other Mortgage Related Securities 6.3%
	U.S. Treasury Obligations 38.2%			U.S. Treasury Obligations 40.1%
	U.S. Government Agency Obligations 28.5%			U.S. Government Agency Obligations 31.5%
	Short-Term Investments and Net Other Assets 6.3%			Short-Term Investments and Net Other Assets 8.4%
* Futures and Swaps		0.0%	** Futures and Swaps		1.5%

Annual Report

Fidelity Government Income Fund

Investments July 31, 2005

Showing Percentage of Net Assets

U.S. Government and Government Agency Obligations - 66.7%
	Principal Amount (000s)		Value (Note 1) (000s)
U.S. Government Agency Obligations - 28.5%
Fannie Mae:
2.375% 12/15/05	$ 80,000		$ 79,587
2.625% 11/15/06	45,430		44,571
3.25% 1/15/08	57,140		55,800
3.25% 2/15/09	116,465		112,292
3.625% 3/15/07	5,649		5,603
3.75% 5/17/07	25,560		25,350
3.875% 5/15/07	6,660		6,624
4.625% 10/15/14	70,000		70,263
5% 4/15/15	50,000		51,650
5.125% 1/2/14	15,000		15,302
5.5% 3/15/11	66,695		70,039
6.25% 2/1/11	19,445		20,890
6.375% 6/15/09	39,220		41,987
Federal Home Loan Bank:
1.5% 8/19/05	62,125		62,057
3.75% 9/28/06	34,660		34,454
3.8% 12/22/06	7,375		7,326
5.8% 9/2/08	13,440		13,998
Financing Corp. - coupon STRIPS:
0% 8/3/05	907		907
0% 8/3/05	1,082		1,082
Freddie Mac:
2.375% 4/15/06	133,000		131,492
2.75% 8/15/06	6,630		6,540
2.875% 12/15/06	45,920		45,139
4.25% 7/15/09	4,460		4,439
4.5% 7/15/13	2,825		2,821
4.875% 11/15/13	73,400		75,191
5.5% 9/15/11	1,240		1,309
5.875% 3/21/11	34,550		36,634
7% 3/15/10	68,405		75,852
Government Loan Trusts (assets of Trust guaranteed by U.S. Government through Agency for International Development) Series 1-B, 8.5% 4/1/06	1,749		1,791
Guaranteed Export Trust Certificates (assets of Trust guaranteed by U.S. Government through Export-Import Bank) Series 1994-A, 7.12% 4/15/06	1,534		1,555
Guaranteed Trade Trust Certificates (assets of Trust guaranteed by U.S. Government through Export-Import Bank) Series 1994-B, 7.5% 1/26/06	699		707
U.S. Government and Government Agency Obligations - continued
	Principal Amount (000s)		Value (Note 1) (000s)
U.S. Government Agency Obligations - continued
Israeli State (guaranteed by U.S. Government through Agency for International Development):
5.5% 9/18/23	$ 110,500		$ 119,312
5.89% 8/15/05	29,600		29,606
6.6% 2/15/08	27,214		27,724
6.8% 2/15/12	18,000		19,646
Overseas Private Investment Corp. U.S. Government guaranteed participation certificates:
6.77% 11/15/13	5,427		5,875
6.99% 5/21/16	17,259		19,265
Private Export Funding Corp.:
secured:
5.34% 3/15/06	21,700		21,878
5.66% 9/15/11 (c)	11,160		11,803
5.685% 5/15/12	16,815		17,958
6.49% 7/15/07	5,000		5,193
6.67% 9/15/09	2,120		2,303
7.17% 5/15/07	8,500		8,931
3.375% 2/15/09	3,565		3,457
4.974% 8/15/13	16,940		17,450
Small Business Administration guaranteed development participation certificates:
Series 2002-20J Class 1, 4.75% 10/1/22	8,445		8,467
Series 2002-20K Class 1, 5.08% 11/1/22	4,334		4,407
Series 2003 P10B, 5.136% 8/10/13	13,529		13,896
Series 2004-20H Class 1, 5.17% 8/1/24	3,874		3,952
U.S. Department of Housing and Urban Development Government guaranteed participation certificates Series 1999-A:
5.75% 8/1/06	9,300		9,452
5.96% 8/1/09	9,930		10,285
U.S. Trade Trust Certificates (assets of Trust guaranteed by U.S. Government through Export-Import Bank) 8.17% 1/15/07	934		963
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS			1,465,075
U.S. Treasury Inflation Protected Obligations - 7.6%
U.S. Treasury Inflation-Indexed Bonds 3.625% 4/15/28	133,419		172,268
U.S. Treasury Inflation-Indexed Notes:
0.875% 4/15/10	99,540		95,628
U.S. Government and Government Agency Obligations - continued
	Principal Amount (000s)		Value (Note 1) (000s)
U.S. Treasury Inflation Protected Obligations - continued
U.S. Treasury Inflation-Indexed Notes: - continued
1.875% 7/15/13	$ 79,387		$ 79,628
2% 7/15/14	41,254		41,702
TOTAL U.S. TREASURY INFLATION PROTECTED OBLIGATIONS			389,226
U.S. Treasury Obligations - 30.6%
U.S. Treasury Bonds:
6.125% 8/15/29	235,000		289,564
8% 11/15/21	142,000		198,312
U.S. Treasury Notes:
2.75% 6/30/06	29,345		29,049
2.75% 7/31/06	461,550		456,391
3.375% 9/15/09	301,383		292,742
3.625% 6/30/07	150,000		148,916
4.25% 8/15/13 (b)	59,275		59,349
4.25% 11/15/13	15,000		14,998
4.75% 5/15/14	75,948		78,600
TOTAL U.S. TREASURY OBLIGATIONS			1,567,921
TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $3,398,961)		3,422,222
U.S. Government Agency - Mortgage Securities - 21.4%

Fannie Mae - 19.9%
3.463% 4/1/34 (e)	1,973		1,966
3.734% 1/1/35 (e)	1,161		1,149
3.753% 10/1/33 (e)	805		793
3.786% 12/1/34 (e)	991		981
3.793% 6/1/34 (e)	3,504		3,422
3.801% 12/1/34 (e)	232		230
3.828% 1/1/35 (e)	777		770
3.838% 1/1/35 (e)	2,241		2,232
3.867% 1/1/35 (e)	1,308		1,301
3.88% 6/1/33 (e)	3,222		3,192
3.913% 12/1/34 (e)	693		688
3.937% 10/1/34 (e)	961		953
3.937% 12/1/34 (e)	1,394		1,387
3.967% 11/1/34 (e)	1,529		1,516
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (Note 1) (000s)
Fannie Mae - continued
3.97% 5/1/33 (e)	$ 265		$ 263
3.975% 1/1/35 (e)	984		975
3.981% 12/1/34 (e)	944		934
4% 10/1/18 to 4/1/19	6,637		6,410
4% 8/1/20 (d)	44,739		43,145
4.008% 12/1/34 (e)	5,227		5,217
4.011% 1/1/35 (e)	627		621
4.014% 12/1/34 (e)	754		746
4.023% 2/1/35 (e)	718		712
4.03% 1/1/35 (e)	1,363		1,351
4.03% 1/1/35 (e)	360		358
4.032% 12/1/34 (e)	504		503
4.045% 5/1/34 (e)	330		329
4.049% 2/1/35 (e)	676		670
4.053% 10/1/18 (e)	836		828
4.054% 1/1/35 (e)	674		668
4.079% 4/1/33 (e)	267		266
4.098% 1/1/35 (e)	1,478		1,483
4.104% 2/1/35 (e)	533		531
4.11% 2/1/35 (e)	488		487
4.117% 2/1/35 (e)	1,332		1,326
4.118% 1/1/35 (e)	1,469		1,462
4.121% 2/1/35 (e)	2,724		2,711
4.124% 1/1/35 (e)	1,456		1,462
4.137% 1/1/35 (e)	2,537		2,527
4.138% 2/1/35 (e)	1,648		1,654
4.144% 1/1/35 (e)	2,101		2,110
4.15% 11/1/34 (e)	1,255		1,248
4.154% 2/1/35 (e)	1,425		1,421
4.178% 1/1/35 (e)	2,772		2,798
4.183% 1/1/35 (e)	1,239		1,237
4.189% 11/1/34 (e)	383		383
4.197% 1/1/35 (e)	1,595		1,584
4.232% 3/1/34 (e)	750		747
4.25% 2/1/35 (e)	817		813
4.258% 10/1/34 (e)	2,055		2,067
4.293% 3/1/35 (e)	792		792
4.297% 7/1/34 (e)	725		726
4.302% 1/1/35 (e)	1,069		1,062
4.306% 8/1/33 (e)	1,737		1,730
4.315% 3/1/33 (e)	390		389
4.323% 5/1/35 (e)	1,219		1,218
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (Note 1) (000s)
Fannie Mae - continued
4.332% 12/1/34 (e)	$ 512		$ 513
4.335% 2/1/35 (e)	548		546
4.349% 1/1/35 (e)	802		795
4.351% 1/1/35 (e)	799		796
4.367% 2/1/34 (e)	1,988		1,983
4.372% 4/1/35 (e)	567		566
4.401% 2/1/35 (e)	1,267		1,258
4.409% 5/1/35 (e)	2,479		2,480
4.433% 11/1/34 (e)	12,182		12,178
4.451% 6/1/33 (e)	586		580
4.455% 3/1/35 (e)	1,106		1,096
4.467% 10/1/34 (e)	4,526		4,528
4.479% 4/1/34 (e)	1,451		1,453
4.489% 8/1/34 (e)	2,735		2,734
4.5% 8/1/20 (d)	80,000		78,675
4.5% 3/1/35 (e)	2,452		2,443
4.508% 1/1/35 (e)	1,459		1,468
4.529% 3/1/35 (e)	2,293		2,284
4.538% 8/1/34 (e)	1,613		1,622
4.554% 7/1/35 (e)	3,075		3,076
4.564% 2/1/35 (e)	5,652		5,658
4.57% 2/1/35 (e)	929		932
4.619% 2/1/35 (e)	2,439		2,430
4.645% 2/1/35 (e)	662		666
4.649% 11/1/34 (e)	2,896		2,902
4.687% 11/1/34 (e)	2,861		2,864
4.74% 7/1/34 (e)	2,506		2,490
4.741% 3/1/35 (e)	1,350		1,350
4.823% 12/1/34 (e)	2,425		2,433
4.847% 12/1/34 (e)	972		975
5% 12/1/15 to 8/1/35	204,432		202,470
5% 8/1/35 (d)	64,813		63,821
5% 8/1/35 (d)	37,781		37,202
5.123% 2/1/35 (e)	7,295		7,282
5.137% 5/1/35 (e)	840		841
5.204% 6/1/35 (e)	4,285		4,341
5.366% 12/1/32 (e)	1,265		1,279
5.5% 4/1/09 to 3/1/34 (d)	222,633		225,783
5.5% 8/1/35 (d)	60,705		61,046
5.5% 8/11/35 (d)	51,000		51,287
5.817% 5/1/35 (e)	5,955		6,018
6% 9/1/17 to 10/1/32	44,654		45,847
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (Note 1) (000s)
Fannie Mae - continued
6.5% 3/1/13 to 3/1/35	$ 35,614		$ 36,926
6.5% 8/1/35 (d)	1,265		1,310
7% 7/1/13 to 5/1/30	4,194		4,429
7.5% 8/1/10 to 10/1/15	279		295
8% 1/1/22	88		91
8.5% 1/1/15 to 4/1/16	892		953
9% 5/1/14	875		956
9.5% 11/15/09 to 10/1/20	1,405		1,526
10% 8/1/10	25		26
11.5% 6/15/19 to 1/15/21	2,402		2,654
			1,018,701
Freddie Mac - 1.3%
4.106% 12/1/34 (e)	963		957
4.13% 12/1/34 (e)	1,375		1,368
4.223% 1/1/35 (e)	1,273		1,269
4.3% 5/1/35 (e)	2,100		2,089
4.311% 12/1/34 (e)	1,231		1,223
4.312% 3/1/35 (e)	1,176		1,172
4.351% 1/1/35 (e)	2,862		2,866
4.368% 3/1/35 (e)	1,698		1,679
4.4% 2/1/35 (e)	2,314		2,288
4.404% 2/1/35 (e)	2,535		2,529
4.446% 3/1/35 (e)	1,055		1,043
4.449% 2/1/34 (e)	1,306		1,300
4.49% 3/1/35 (e)	3,110		3,083
4.497% 6/1/35 (e)	1,670		1,669
4.498% 3/1/35 (e)	8,190		8,136
4.504% 3/1/35 (e)	1,250		1,238
4.565% 2/1/35 (e)	1,774		1,776
5% 1/1/09 to 6/1/09	811		815
5% 8/1/35 (d)	8,848		8,710
5.036% 4/1/35 (e)	6,927		6,969
5.223% 8/1/33 (e)	525		536
6% 5/1/33	10,912		11,168
7% 4/1/11	5		6
7.5% 7/1/10 to 5/1/16	2,721		2,885
8% 1/1/10 to 6/1/11	54		56
8.5% 8/1/08 to 12/1/25	205		217
9% 8/1/09 to 12/1/10	110		115
9.75% 8/1/14	179		197
			67,359
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (Note 1) (000s)
Government National Mortgage Association - 0.2%
6% 7/15/08 to 12/15/10	$ 5,596		$ 5,751
6.5% 5/15/28 to 11/15/32	1,501		1,566
7% 10/15/26 to 8/15/32	79		84
7.5% 3/15/28 to 8/15/28	172		184
8% 11/15/06 to 12/15/23	1,424		1,533
8.5% 10/15/08 to 2/15/31	106		112
9.5% 2/15/25	2		2
			9,232
TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES (Cost $1,101,072)		1,095,292
Collateralized Mortgage Obligations - 5.6%

U.S. Government Agency - 5.6%
Fannie Mae:
planned amortization class:
Series 1993-109 Class NZ, 6% 7/25/08	5,272		5,338
Series 1993-160 Class PK, 6.5% 11/25/22	2,372		2,373
Series 1993-207 Class H, 6.5% 11/25/23	18,360		19,407
Series 1994-23 Class PG, 6% 4/25/23	9,565		9,720
Series 1994-27 Class PJ, 6.5% 6/25/23	3,432		3,468
Series 1994-50 Class PJ, 6.5% 8/25/23	17,000		17,326
Series 1996-28 Class PK, 6.5% 7/25/25	3,430		3,612
sequential pay Series 1997-41 Class J, 7.5% 6/18/27	5,130		5,287
Fannie Mae guaranteed REMIC pass thru certificates:
planned amortization class:
Series 2002-25 Class PD, 6.5% 3/25/31	24,353		24,740
Series 2002-8 Class PD, 6.5% 7/25/30	2,595		2,606
Series 2003-32 Class PB, 3% 6/25/16	3,780		3,760
Series 2002-50 Class LE, 7% 12/25/29	946		960
Freddie Mac:
planned amortization class:
Series 1413 Class J, 4% 11/15/07	2,284		2,282
Series 2351 Class PX, 6.5% 7/15/30	171		172
sequential pay:
Series 2114 Class ZM, 6% 1/15/29	2,962		3,037
Series 2516 Class AH, 5% 1/15/16	1,562		1,571
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (Note 1) (000s)
U.S. Government Agency - continued
Freddie Mac Manufactured Housing participation certificates guaranteed:
planned amortization class Series 1681 Class PJ, 7% 12/15/23	$ 9,200		$ 9,531
Series 1560 Class PN, 7% 12/15/12	13,579		13,972
Freddie Mac Multi-class participation certificates guaranteed:
planned amortization class:
Class 2325 Class PL, 7% 1/15/31	3,049		3,079
Series 1614 Class L, 6.5% 7/15/23	8,138		8,393
Series 1727 Class H, 6.5% 8/15/23	8,382		8,464
Series 2461 Class PG, 6.5% 1/15/31	1,990		2,017
Series 2690 Class TB, 4.5% 12/15/17	8,193		8,192
Series 2760 Class EC, 4.5% 4/15/17	8,098		7,929
Series 2763 Class PD, 4.5% 12/15/17	10,150		9,958
Series 2770 Class UD, 4.5% 5/15/17	15,620		15,302
Series 2780 Class OC, 4.5% 3/15/17	4,980		4,932
Series 2802 Class OB, 6% 5/15/34	7,795		8,174
Series 2828 Class JA, 4.5% 1/15/10	9,404		9,422
Series 2831 Class PB, 5% 7/15/19	4,945		4,956
Series 2885 Class PC, 4.5% 3/15/18	6,515		6,439
sequential pay Series 2866 Class N, 4.5% 12/15/18	5,873		5,794
Series 2406:
Class FP, 4.3681% 1/15/32 (e)	8,010		8,192
Class PF, 4.3681% 12/15/31 (e)	6,340		6,506
Series 2410 Class PF, 4.3681% 2/15/32 (e)	14,540		14,872
Series 2769 Class BU, 5% 3/15/34	6,434		6,343
target amortization class Series 2156 Class TC, 6.25% 5/15/29	9,656		9,839
Ginnie Mae guaranteed REMIC pass thru securities planned amortization class:
Series 1997-8 Class PE, 7.5% 5/16/27	8,358		8,684
Series 2001-53 Class TA, 6% 12/20/30	443		443
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $289,347)		287,092
Cash Equivalents - 13.8%
	Maturity Amount (000s)		Value (Note 1) (000s)
Investments in repurchase agreements (Collateralized by U.S. Government Obligations, in a joint trading account at 3.32%, dated 7/29/05 due 8/1/05) (a) (f) (Cost $709,093)	$ 709,289		$ 709,093
TOTAL INVESTMENT PORTFOLIO - 107.5% (Cost $5,498,473)			5,513,699
NET OTHER ASSETS - (7.5)%			(386,324)
NET ASSETS - 100%		$ 5,127,375

Legend

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

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

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $11,803,000 or 0.2% of net assets.

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

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

(f) Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement/ Counterparty	Value (000s)
$709,093,000 due 8/1/05 at 3.32%
Banc of America Securities LLC	$ 142,049
Bank of America, National Association	73,791
Barclays Capital Inc.	295,166
Countrywide Securities Corporation	73,791
Morgan Stanley & Co. Incorporated.	105,848
UBS Securities LLC	18,448
	$ 709,093

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

Annual Report

Fidelity Government Income Fund

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)	July 31, 2005

Assets
Investment in securities, at value (including securities loaned of $60,579 and repurchase agreements of $709,093)(cost $5,498,473) - See accompanying schedule		$ 5,513,699
Cash		289
Receivable for investments sold		944
Receivable for fund shares sold		11,347
Interest receivable		48,166
Total assets		5,574,445

Liabilities
Payable for investments purchased Regular delivery	$ 33,063
Delayed delivery	347,694
Payable for fund shares redeemed	2,147
Distributions payable	255
Accrued management fee	1,375
Other affiliated payables	541
Other payables and accrued expenses	191
Collateral on securities loaned, at value	61,804
Total liabilities		447,070

Net Assets		$ 5,127,375
Net Assets consist of:
Paid in capital		$ 5,112,044
Undistributed net investment income		8,741
Accumulated undistributed net realized gain (loss) on investments		(8,636)
Net unrealized appreciation (depreciation) on investments		15,226
Net Assets, for 502,585 shares outstanding		$ 5,127,375
Net Asset Value, offering price and redemption price per share ($5,127,375 ÷ 502,585 shares)		$ 10.20

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended July 31, 2005

Investment Income
Interest		$ 174,963
Security lending		380
Total income		175,343

Expenses
Management fee	$ 18,777
Transfer agent fees	6,756
Accounting and security lending fees	967
Fund wide operations fee	220
Independent trustees' compensation	24
Custodian fees and expenses	107
Registration fees	63
Audit	64
Legal	9
Miscellaneous	32
Total expenses before reductions	27,019
Expense reductions	(165)	26,854
Net investment income		148,489
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities	6,969
Swap agreements	(582)
Total net realized gain (loss)		6,387
Change in net unrealized appreciation (depreciation) on investment securities		31,902
Net gain (loss)		38,289
Net increase (decrease) in net assets resulting from operations		$ 186,778

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

Annual Report

Fidelity Government Income Fund
Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Year ended July 31, 2005	Year ended July 31, 2004
Increase (Decrease) in Net Assets
Operations
Net investment income	$ 148,489	$ 118,290
Net realized gain (loss)	6,387	14,478
Change in net unrealized appreciation (depreciation)	31,902	24,630
Net increase (decrease) in net assets resulting from operations	186,778	157,398
Distributions to shareholders from net investment income	(144,880)	(116,019)
Distributions to shareholders from net realized gain	(15,082)	(56,842)
Total distributions	(159,962)	(172,861)
Share transactions Proceeds from sales of shares	1,285,690	1,202,777
Reinvestment of distributions	156,778	168,396
Cost of shares redeemed	(510,049)	(809,223)
Net increase (decrease) in net assets resulting from share transactions	932,419	561,950
Total increase (decrease) in net assets	959,235	546,487

Net Assets
Beginning of period	4,168,140	3,621,653
End of period (including undistributed net investment income of $8,741 and undistributed net investment income of $6,532, respectively)	$ 5,127,375	$ 4,168,140
Other Information Shares
Sold	125,500	117,744
Issued in reinvestment of distributions	15,297	16,526
Redeemed	(49,765)	(79,300)
Net increase (decrease)	91,032	54,970

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

Annual Report

Financial Highlights

Years ended July 31,	2005	2004	2003	2002	2001
Selected Per-Share Data
Net asset value, beginning of period	$ 10.13	$ 10.16	$ 10.30	$ 9.98	$ 9.49
Income from Investment Operations
Net investment income ^B	.329	.307	.374	.452^D	.577
Net realized and unrealized gain (loss)	.097	.124	(.014)	.335^D	.525
Total from investment operations	.426	.431	.360	.787	1.102
Distributions from net investment income	(.321)	(.301)	(.370)	(.467)	(.612)
Distributions from net realized gain	(.035)	(.160)	(.130)	-	-
Total distributions	(.356)	(.461)	(.500)	(.467)	(.612)
Net asset value, end of period	$ 10.20	$ 10.13	$ 10.16	$ 10.30	$ 9.98
Total Return^A	4.24%	4.30%	3.45%	8.08%	11.92%
Ratios to Average Net Assets^C
Expenses before expense reductions	.58%	.63%	.65%	.69%	.61%
Expenses net of voluntary waivers, if any	.58%	.63%	.65%	.69%	.61%
Expenses net of all reductions	.58%	.63%	.65%	.68%	.60%
Net investment income	3.21%	3.01%	3.56%	4.50%^D	5.91%
Supplemental Data
Net assets, end of period (in millions)	$ 5,127	$ 4,168	$ 3,622	$ 2,920	$ 2,154
Portfolio turnover rate	114%	224%	253%	284%	214%

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

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

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

^D Effective August 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

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

Annual Report

Fidelity Intermediate Government Income Fund

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2005	Past 1 year	Past 5 years	Past 10 years
Fidelity Intermediate Govt Income Fund	2.43%	5.79%	5.80%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Intermediate Government Income Fund on July 31, 1995. The chart shows how the value of your investment would have changed, and also shows how the Lehman Brothers Intermediate Government Bond Index performed over the same period.

Annual Report

Fidelity Intermediate Government Income Fund

Management's Discussion of Fund Performance

Comments from George Fischer, Portfolio Manager of Fidelity® Intermediate Government Income Fund

For the 12 months ending July 31, 2005, the fund gained 2.43%, while the Lehman Brothers Intermediate Government Bond Index returned 2.51% and the Lipper^SMShort-Intermediate U.S. Government Funds Average gained 1.79%. I believe the biggest factor aiding the fund's outperformance of its Lipper peer group average was my sector selection. In particular, my decisions to maintain an overweighting relative to the index in agency securities during most of the period, while significantly underweighting Treasuries, was beneficial, as agencies outpaced similar-duration Treasuries. Within the Treasury sector, an allocation to Treasury Inflation-Protected Securities (TIPS) also contributed to the fund's performance, as they fared well throughout most of the year. In addition, my yield-curve strategy - which involved positioning the fund for a flattening of the curve - worked in our favor. In terms of disappointments, the fund's performance probably would have been helped had I owned more mortgage securities, which outpaced agencies during much of the past year.

Annual Report

Fidelity Intermediate Government Income Fund

Investment Changes

Coupon Distribution as of July 31, 2005
	% of fund's investments	% of fund's investments 6 months ago
Less than 2%	1.9	0.0
2 - 2.99%	21.8	25.3
3 - 3.99%	32.0	16.5
4 - 4.99%	11.4	9.8
5 - 5.99%	15.1	26.2
6 - 6.99%	15.2	14.8
7% and over	2.3	3.4

Coupon distribution shows the range of stated interest rates on the fund's investments, excluding short-term investments.

Average Years to Maturity as of July 31, 2005
		6 months ago
Years	4.2	4.1

Average years to maturity is based on the average time remaining until principal payments are expected from each of the fund's bonds, weighted by dollar amount.

Duration as of July 31, 2005
		6 months ago
Years	3.1	3.2

Asset Allocation (% of fund's net assets)
As of July 31, 2005*			As of January 31, 2005**
	Mortgage Securities 12.2%			Mortgage Securities 8.4%
	CMOs and Other Mortgage Related Securities 6.7%			CMOs and Other Mortgage Related Securities 5.5%
	U.S. Treasury Obligations 35.7%			U.S. Treasury Obligations 34.0%
	U.S. Government Agency Obligations 48.1%			U.S. Government Agency Obligations 51.1%
	Short-Term Investments and Net Other Assets^(dagger) (2.7)%			Short-Term Investments and Net Other Assets 1.0%
* Futures and Swaps		0.0%	** Futures and Swaps		1.9%

^(dagger) Short-Term Investments and Net Other Assets are not included in the pie chart.

Annual Report

Fidelity Intermediate Government Income Fund

Investments July 31, 2005

Showing Percentage of Net Assets

U.S. Government and Government Agency Obligations - 83.8%
	Principal Amount (000s)		Value (Note 1) (000s)
U.S. Government Agency Obligations - 48.1%
Fannie Mae:
2.375% 12/15/05	$ 20,000		$ 19,897
2.5% 6/15/06	7,375		7,277
2.625% 11/15/06	11,930		11,704
3.25% 1/15/08	3,370		3,291
3.625% 3/15/07	2,517		2,496
3.75% 5/17/07	4,800		4,761
4.625% 10/15/14	17,000		17,064
5% 4/15/15	10,000		10,330
5.125% 1/2/14	6,000		6,121
5.5% 3/15/11	33,295		34,964
6% 5/15/11	55,860		60,103
6.25% 2/1/11	1,285		1,380
6.375% 6/15/09	11,870		12,707
Federal Home Loan Bank:
3.75% 9/28/06	24,160		24,016
3.8% 12/22/06	5,140		5,106
5.8% 9/2/08	16,625		17,316
Freddie Mac:
2.375% 4/15/06	67,125		66,364
2.75% 8/15/06	4,620		4,557
2.875% 12/15/06	32,015		31,471
4.25% 7/15/09	5,521		5,496
4.5% 7/15/13	575		574
5.5% 9/15/11	1,000		1,056
5.875% 3/21/11	1,075		1,140
Government Loan Trusts (assets of Trust guaranteed by U.S. Government through Agency for International Development) Series 1-B, 8.5% 4/1/06	2,057		2,107
Guaranteed Trade Trust Certificates (assets of Trust guaranteed by U.S. Government through Export-Import Bank):
Series 1994-A, 7.39% 6/26/06	1,000		1,020
Series 1994-B, 7.5% 1/26/06	69		70
Israeli State (guaranteed by U.S. Government through Agency for International Development):
5.89% 8/15/05	5,815		5,816
6.6% 2/15/08	15,994		16,294
6.8% 2/15/12	7,500		8,186
Overseas Private Investment Corp. U.S. Government guaranteed participation certificates Series 1996-A1, 6.726% 9/15/10	1,913		2,021
U.S. Government and Government Agency Obligations - continued
	Principal Amount (000s)		Value (Note 1) (000s)
U.S. Government Agency Obligations - continued
Private Export Funding Corp.:
secured:
5.66% 9/15/11 (c)	$ 9,000		$ 9,518
5.685% 5/15/12	3,915		4,181
3.375% 2/15/09	745		722
4.974% 8/15/13	3,435		3,538
Small Business Administration guaranteed development participation certificates Series 2004-20H Class 1, 5.17% 8/1/24	897		916
U.S. Department of Housing and Urban Development Government guaranteed participation certificates Series 1999-A:
5.75% 8/1/06	10,000		10,164
6.06% 8/1/10	10,000		10,424
U.S. Trade Trust Certificates (assets of Trust guaranteed by U.S. Government through Export-Import Bank) 8.17% 1/15/07	965		994
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS			425,162
U.S. Treasury Inflation Protected Obligations - 6.2%
U.S. Treasury Inflation-Indexed Bonds 2.375% 1/15/25	15,470		16,333
U.S. Treasury Inflation-Indexed Notes:
1.625% 1/15/15	17,308		16,924
2% 1/15/14	21,043		21,273
TOTAL U.S. TREASURY INFLATION PROTECTED OBLIGATIONS			54,530
U.S. Treasury Obligations - 29.5%
U.S. Treasury Notes:
2.75% 7/31/06	19,900		19,678
3.375% 9/15/09	117,130		113,778
3.75% 5/15/08	114,604		113,673
4.25% 8/15/13 (b)	3,592		3,596
4.75% 5/15/14	10,000		10,349
TOTAL U.S. TREASURY OBLIGATIONS			261,074
TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $744,297)		740,766
U.S. Government Agency - Mortgage Securities - 12.2%
	Principal Amount (000s)		Value (Note 1) (000s)
Fannie Mae - 9.9%
3.463% 4/1/34 (e)	$ 355		$ 353
3.734% 1/1/35 (e)	243		241
3.753% 10/1/33 (e)	134		132
3.786% 12/1/34 (e)	180		178
3.793% 6/1/34 (e)	651		636
3.801% 12/1/34 (e)	42		42
3.828% 1/1/35 (e)	173		171
3.838% 1/1/35 (e)	457		455
3.867% 1/1/35 (e)	271		269
3.88% 6/1/33 (e)	685		679
3.913% 12/1/34 (e)	156		155
3.937% 10/1/34 (e)	200		199
3.937% 12/1/34 (e)	302		301
3.967% 11/1/34 (e)	325		323
3.97% 5/1/33 (e)	47		46
3.975% 1/1/35 (e)	214		212
3.981% 12/1/34 (e)	197		194
4% 8/1/20 (d)	495		477
4% 8/1/20 (d)	6,000		5,786
4.008% 12/1/34 (e)	1,054		1,052
4.011% 1/1/35 (e)	130		128
4.014% 12/1/34 (e)	151		149
4.023% 2/1/35 (e)	144		142
4.03% 1/1/35 (e)	281		279
4.03% 1/1/35 (e)	72		72
4.032% 12/1/34 (e)	110		109
4.045% 5/1/34 (e)	51		51
4.049% 2/1/35 (e)	135		134
4.053% 10/1/18 (e)	155		153
4.054% 1/1/35 (e)	135		134
4.079% 4/1/33 (e)	55		55
4.098% 1/1/35 (e)	318		319
4.104% 2/1/35 (e)	93		93
4.11% 2/1/35 (e)	93		93
4.117% 2/1/35 (e)	276		274
4.118% 1/1/35 (e)	295		294
4.121% 2/1/35 (e)	549		547
4.124% 1/1/35 (e)	309		310
4.137% 1/1/35 (e)	517		515
4.138% 2/1/35 (e)	339		340
4.144% 1/1/35 (e)	425		427
4.15% 11/1/34 (e)	251		250
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (Note 1) (000s)
Fannie Mae - continued
4.154% 2/1/35 (e)	$ 257		$ 256
4.178% 1/1/35 (e)	567		572
4.183% 1/1/35 (e)	248		247
4.189% 11/1/34 (e)	87		87
4.197% 1/1/35 (e)	300		298
4.232% 3/1/34 (e)	131		131
4.25% 2/1/35 (e)	144		143
4.258% 10/1/34 (e)	407		409
4.293% 3/1/35 (e)	140		140
4.297% 7/1/34 (e)	153		153
4.302% 1/1/35 (e)	190		189
4.306% 8/1/33 (e)	320		319
4.315% 3/1/33 (e)	78		78
4.323% 5/1/35 (e)	226		225
4.332% 12/1/34 (e)	116		117
4.335% 2/1/35 (e)	91		91
4.349% 1/1/35 (e)	160		159
4.351% 1/1/35 (e)	141		140
4.367% 2/1/34 (e)	387		386
4.372% 4/1/35 (e)	95		94
4.401% 2/1/35 (e)	239		237
4.409% 5/1/35 (e)	441		441
4.433% 11/1/34 (e)	2,641		2,640
4.451% 6/1/33 (e)	123		122
4.455% 3/1/35 (e)	221		219
4.467% 10/1/34 (e)	900		901
4.479% 4/1/34 (e)	261		261
4.489% 8/1/34 (e)	516		515
4.5% 8/1/20 (d)	17,000		16,718
4.5% 3/1/35 (e)	485		484
4.508% 1/1/35 (e)	261		263
4.529% 3/1/35 (e)	439		437
4.538% 8/1/34 (e)	338		340
4.554% 7/1/35 (e)	525		525
4.564% 2/1/35 (e)	1,063		1,064
4.57% 2/1/35 (e)	169		170
4.619% 2/1/35 (e)	475		474
4.645% 2/1/35 (e)	128		129
4.649% 11/1/34 (e)	552		553
4.687% 11/1/34 (e)	545		546
4.714% 3/1/35 (e)	1,383		1,389
4.74% 7/1/34 (e)	477		474
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (Note 1) (000s)
Fannie Mae - continued
4.741% 3/1/35 (e)	$ 260		$ 260
4.823% 12/1/34 (e)	416		417
4.847% 12/1/34 (e)	158		159
5.123% 2/1/35 (e)	1,412		1,409
5.137% 5/1/35 (e)	187		187
5.204% 6/1/35 (e)	743		753
5.366% 12/1/32 (e)	230		233
5.5% 1/1/09 to 3/1/20	17,938		18,309
5.817% 5/1/35 (e)	1,041		1,052
6% 4/1/16 to 11/1/17	2,301		2,377
6.5% 2/1/17 to 3/1/35	8,274		8,576
6.5% 8/1/35 (d)	70		72
7% 3/1/12 to 9/1/31	810		848
7% 8/1/20 (d)	8		9
9% 2/1/13	227		242
9.5% 11/15/09	319		341
10.25% 10/1/09 to 10/1/18	15		16
11% 8/1/10 to 1/1/16	637		702
11.25% 5/1/14 to 1/1/16	96		106
11.5% 9/1/11 to 6/15/19	369		409
12.25% 7/1/12 to 9/1/13	23		25
12.5% 9/1/12 to 7/1/16	344		382
12.75% 10/1/11 to 6/1/15	187		211
13% 7/1/13 to 7/1/15	140		157
13.25% 9/1/11	125		142
13.5% 11/1/14 to 12/1/14	18		20
15% 4/1/12	4		5
			87,324
Freddie Mac - 2.0%
4% 1/1/19 to 4/1/19	2,470		2,384
4.106% 12/1/34 (e)	175		174
4.13% 12/1/34 (e)	240		239
4.223% 1/1/35 (e)	817		814
4.3% 5/1/35 (e)	386		384
4.311% 12/1/34 (e)	237		235
4.312% 3/1/35 (e)	226		225
4.368% 3/1/35 (e)	320		316
4.4% 2/1/35 (e)	438		434
4.404% 2/1/35 (e)	490		489
4.446% 3/1/35 (e)	196		194
4.449% 2/1/34 (e)	251		250
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (Note 1) (000s)
Freddie Mac - continued
4.49% 3/1/35 (e)	$ 583		$ 578
4.497% 6/1/35 (e)	295		295
4.498% 3/1/35 (e)	1,455		1,445
4.504% 3/1/35 (e)	245		243
4.565% 2/1/35 (e)	355		355
5% 8/1/35 (d)	2,826		2,782
5.036% 4/1/35 (e)	1,266		1,274
5.223% 8/1/33 (e)	121		124
6.5% 5/1/08	117		120
8.5% 6/1/14 to 6/1/17	171		177
9% 11/1/09 to 8/1/16	82		86
9.5% 7/1/16 to 8/1/21	557		607
10% 7/1/09 to 3/1/21	1,205		1,314
10.5% 9/1/09 to 5/1/21	129		141
11% 2/1/11 to 9/1/20	77		86
11.25% 2/1/10 to 10/1/14	146		159
11.5% 10/1/15 to 8/1/19	73		80
11.75% 11/1/11 to 7/1/15	16		18
12% 10/1/09 to 11/1/19	247		272
12.25% 8/1/11 to 8/1/15	151		167
12.5% 10/1/09 to 6/1/19	1,250		1,386
12.75% 2/1/10 to 10/1/10	12		13
13% 9/1/10 to 5/1/17	218		243
13.25% 11/1/10 to 12/1/14	48		54
13.5% 11/1/10 to 8/1/11	77		86
14% 11/1/12 to 4/1/16	8		9
14.5% 12/1/10	2		2
14.75% 3/1/10	3		4
16.25% 7/1/11	1		1
			18,259
Government National Mortgage Association - 0.3%
8% 9/15/06 to 12/15/23	802		859
8.5% 6/15/16 to 2/15/17	13		14
10.5% 9/15/15 to 10/15/21	1,144		1,288
10.75% 12/15/09 to 3/15/10	21		23
11% 7/20/15 to 1/20/21	65		71
12.5% 12/15/10	2		2
13% 1/15/11 to 3/15/14	122		137
13.25% 8/15/14	11		13
13.5% 6/15/10 to 12/15/14	59		67
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (Note 1) (000s)
Government National Mortgage Association - continued
14% 6/15/11	$ 8		$ 9
17% 12/15/11	2		3
			2,486
TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES (Cost $108,105)		108,069
Collateralized Mortgage Obligations - 6.7%

U.S. Government Agency - 6.7%
Fannie Mae:
floater:
Series 1994-42 Class FK, 3.5% 4/25/24 (e)	5,654		5,535
Series 2003-25 Class CF, 3.6644% 3/25/17 (e)	3,153		3,163
planned amortization class:
Series 1988-21 Class G, 9.5% 8/25/18	140		151
Series 1994-12 Class PH, 6.25% 1/25/09	1,885		1,925
Series 2003-39 Class PV, 5.5% 9/25/22	1,905		1,929
sequential pay Series 1993-238 Class C, 6.5% 12/25/08	8,110		8,260
Fannie Mae guaranteed REMIC pass thru certificates:
floater Series 2002-74 Class FV, 3.7644% 11/25/32 (e)	6,109		6,153
planned amortization class:
Series 2002-11 Class QB, 5.5% 3/25/15	831		836
Series 2003-32 Class PB, 3% 6/25/16	743		739
sequential pay Series 2005-4 Class ED, 5% 6/25/27	5,000		5,031
Series 2002-50 Class LE, 7% 12/25/29	253		257
Series 2005-44 Class Z, 5% 8/25/34	542		531
Freddie Mac Multi-class participation certificates guaranteed:
floater Series 2526 Class FC, 3.7881% 11/15/32 (e)	2,127		2,138
planned amortization class:
Series 1543 Class VK, 6.7% 1/15/23	3,144		3,177
Series 2802 Class OB, 6% 5/15/34	1,355		1,421
Series 2810 Class PD, 6% 6/15/33	1,020		1,051
Series 2828 Class JA, 4.5% 1/15/10	1,900		1,904
sequential pay:
Series 1929 Class EZ, 7.5% 2/17/27	4,173		4,364
Series 2866 Class N, 4.5% 12/15/18	1,340		1,322
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (Note 1) (000s)
U.S. Government Agency - continued
Freddie Mac Multi-class participation certificates guaranteed: - continued
Series 2406:
Class FP, 4.3681% 1/15/32 (e)	$ 1,385		$ 1,416
Class PF, 4.3681% 12/15/31 (e)	1,095		1,124
Series 2410 Class PF, 4.3681% 2/15/32 (e)	2,515		2,572
Series 2769 Class BU, 5% 3/15/34	1,571		1,549
Series 2996 Class ZB, 5.75% 6/15/35	241		240
3% 3/15/10	1,745		1,729
Ginnie Mae guaranteed REMIC pass thru securities planned amortization class Series 2001-53 Class TA, 6% 12/20/30	173		173
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $59,380)		58,690
Cash Equivalents - 0.4%
	Maturity Amount (000s)
Investments in repurchase agreements (Collateralized by U.S. Government Obligations, in a joint trading account at 3.32%, dated 7/29/05 due 8/1/05) (a) (Cost $3,827)	$ 3,828		3,827
TOTAL INVESTMENT PORTFOLIO - 103.1% (Cost $915,609)			911,352
NET OTHER ASSETS - (3.1)%			(27,395)
NET ASSETS - 100%		$ 883,957

Legend

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

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

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

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

Income Tax Information

At July 31, 2005, the fund had a capital loss carryforward of approximately $23,098,000 of which $11,911,000, $7,507,000, $3,266,000 and $414,000 will expire on July 31, 2008, 2009, 2012 and 2013, respectively.

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

Annual Report

Fidelity Intermediate Government Income Fund

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)	July 31, 2005

Assets
Investment in securities, at value (including securities loaned of $3,671 and repurchase agreements of $3,827)(cost $915,609) - See accompanying schedule		$ 911,352
Receivable for investments sold		1,936
Receivable for fund shares sold		243
Interest receivable		9,086
Total assets		922,617

Liabilities
Payable for investments purchased Regular delivery	$ 7,435
Delayed delivery	26,019
Payable for fund shares redeemed	729
Distributions payable	354
Accrued management fee	240
Other affiliated payables	98
Other payables and accrued expenses	40
Collateral on securities loaned, at value	3,745
Total liabilities		38,660

Net Assets		$ 883,957
Net Assets consist of:
Paid in capital		$ 914,473
Undistributed net investment income		1,945
Accumulated undistributed net realized gain (loss) on investments		(28,204)
Net unrealized appreciation (depreciation) on investments		(4,257)
Net Assets, for 87,459 shares outstanding		$ 883,957
Net Asset Value, offering price and redemption price per share ($883,957 ÷ 87,459 shares)		$ 10.11

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended July 31, 2005

Investment Income
Interest		$ 35,335
Security lending		44
Total income		35,379

Expenses
Management fee	$ 3,806
Transfer agent fees	1,140
Accounting and security lending fees	161
Fund wide operations fee	39
Independent trustees' compensation	5
Custodian fees and expenses	43
Registration fees	27
Audit	53
Legal	3
Miscellaneous	3
Total expenses before reductions	5,280
Expense reductions	(3)	5,277
Net investment income		30,102
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities	(3,426)
Swap agreements	(79)
Total net realized gain (loss)		(3,505)
Change in net unrealized appreciation (depreciation) on investment securities		(4,183)
Net gain (loss)		(7,688)
Net increase (decrease) in net assets resulting from operations		$ 22,414

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

Annual Report

Fidelity Intermediate Government Income Fund
Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Year ended July 31, 2005	Year ended July 31, 2004
Increase (Decrease) in Net Assets
Operations
Net investment income	$ 30,102	$ 29,283
Net realized gain (loss)	(3,505)	(4,178)
Change in net unrealized appreciation (depreciation)	(4,183)	7,091
Net increase (decrease) in net assets resulting from operations	22,414	32,196
Distributions to shareholders from net investment income	(28,832)	(29,700)
Share transactions Proceeds from sales of shares	92,102	161,283
Reinvestment of distributions	24,669	25,722
Cost of shares redeemed	(189,450)	(509,767)
Net increase (decrease) in net assets resulting from share transactions	(72,679)	(322,762)
Total increase (decrease) in net assets	(79,097)	(320,266)

Net Assets
Beginning of period	963,054	1,283,320
End of period (including undistributed net investment income of $1,945 and undistributed net investment income of $746, respectively)	$ 883,957	$ 963,054
Other Information Shares
Sold	9,010	15,687
Issued in reinvestment of distributions	2,416	2,506
Redeemed	(18,557)	(49,761)
Net increase (decrease)	(7,131)	(31,568)

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

Annual Report

Financial Highlights

Years ended July 31,	2005	2004	2003	2002	2001
Selected Per-Share Data
Net asset value, beginning of period	$ 10.18	$ 10.17	$ 10.11	$ 9.77	$ 9.32
Income from Investment Operations
Net investment income^B	.330	.274	.329	.457^D	.607
Net realized and unrealized gain (loss)	(.084)	.014	.056	.353^D	.452
Total from investment operations	.246	.288	.385	.810	1.059
Distributions from net investment income	(.316)	(.278)	(.325)	(.470)	(.609)
Net asset value, end of period	$ 10.11	$ 10.18	$ 10.17	$ 10.11	$ 9.77
Total Return^A	2.43%	2.84%	3.80%	8.51%	11.68%
Ratios to Average Net Assets^C
Expenses before expense reductions	.57%	.60%	.60%	.59%	.64%
Expenses net of voluntary waivers, if any	.57%	.60%	.60%	.59%	.61%
Expenses net of all reductions	.57%	.60%	.60%	.59%	.60%
Net investment income	3.23%	2.67%	3.18%	4.63%^D	6.34%
Supplemental Data
Net assets, end of period (in millions)	$ 884	$ 963	$ 1,283	$ 1,107	$ 844
Portfolio turnover rate	90%	152%	229%	145%	114%

^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.

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2005

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Ginnie Mae Fund, Fidelity Government Income Fund and Fidelity Intermediate Government Income Fund (the funds) are funds of Fidelity Income Fund (the trust). 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. Each fund is authorized to issue an unlimited number of shares. 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 funds:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Debt securities, including restricted securities, are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

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

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

Annual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, each fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements.

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, certain funds 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. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to swap agreements, prior period premium and discount on debt securities, market discount, deferred trustees compensation, financing transactions, capital loss carryforwards, expiring capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

	Cost for Federal Income Tax Purposes	Unrealized Appreciation	Unrealized Depreciation	Net Unrealized Appreciation/ (Depreciation)
Ginnie Mae Fund	$ 4,677,132	$ 22,207	$ (58,171)	$ (35,964)
Government Income Fund	5,500,197	51,519	(38,017)	13,502
Intermediate Government Income Fund	914,950	3,750	(7,348)	(3,598)

	Undistributed Ordinary Income	Undistributed Long-term Capital Gain	Capital Loss Carryforward
Ginnie Mae Fund	$ 20,282	$ 6,708	$ -
Government Income Fund	6,274	-	-
Intermediate Government Income Fund	825	-	(23,098)

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

July 31, 2005	Ordinary Income	Long-term Capital Gains	Total
Ginnie Mae Fund	$ 162,997	$ -	$ 162,997
Government Income Fund	157,882	2,080	159,962
Intermediate Government Income Fund	28,832	-	28,832
July 31, 2004	Ordinary Income	Long-term Capital Gains	Total
Ginnie Mae Fund	$ 183,260	$ 9,263	$ 192,523
Government Income Fund	156,624	16,237	172,861
Intermediate Government Income Fund	29,700	-	29,700

2. Operating Policies.

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

Delayed Delivery Transactions and When-Issued Securities. Certain funds 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 each applicable fund's Schedule of Investments. Certain funds may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, each applicable fund identifies securities as segregated in its records

Annual Report

2. Operating Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

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. Certain funds 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 each applicable fund's Schedule of Investments.

Swap Agreements. Certain funds may invest in swaps for the purpose of managing their 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. Periodic payments received or made by each applicable fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively. The primary risk associated with interest rate swaps is that unfavorable changes in the fluctuation of interest rates could adversely impact a fund.

Total return swaps are agreements to exchange the return generated by one instrument or index for the return generated by another instrument, for example, the agreement to pay interest in exchange for a market-linked return based on a notional amount. To the extent the total return of the index exceeds the offsetting interest obligation a fund will receive a payment from the counterparty. To the extent it is less, a fund will make a payment to the counterparty. Periodic payments received or made by each applicable fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively.

Mortgage Dollar Rolls. To earn additional income, certain funds may employ trading strategies which involve the sale and simultaneous agreement to repurchase similar securities ("mortgage dollar rolls") or the purchase and simultaneous agreement to sell similar securities ("reverse mortgage dollar rolls"). The securities traded are mortgage

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

2. Operating Policies - continued

Mortgage Dollar Rolls - continued

securities and bear the same interest rate but may be collateralized by different pools of mortgages. During the period between the sale and repurchase in a mortgage dollar roll transaction, a fund will not be entitled to receive interest and principal payments on the securities sold but will invest the proceeds of the sale in other securities which may enhance the yield and total return. In addition, the difference between the sale price and the future purchase price is recorded as an adjustment to investment income. During the period between the purchase and subsequent sale in a reverse mortgage dollar roll transaction a fund is entitled to interest and principal payments on the securities purchased. The price differential between the purchase and sale is recorded as an adjustment to investment income. Losses may arise due to changes in the value of the securities or if the counterparty does not perform under the terms of the agreement. If the counterparty files for bankruptcy or becomes insolvent, a fund's right to repurchase or sell securities may be limited.

3. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the funds with investment management related services for which the funds pay a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of each fund's average net assets (effective June 1, 2005, the funds management contracts were amended, reducing the individual fund fee rate to .20% of average net assets) and a group fee rate that averaged .12% during the period. The individual fund fee rate is applied to each fund's average net assets. 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, each fund's annual management fee rate expressed as a percentage of each fund's average net assets was as follows:

	Total
Ginnie Mae Fund	.41%
Government Income Fund	.41%
Intermediate Government Income Fund	.41%

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the funds' transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. Under an amended contract effective June 1, 2005, transfer agent fees include an asset based fee and were reduced to a rate of .10% of average net assets. The

Annual Report

3. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

account fees were eliminated. For the period, the transfer agent fees were equivalent to the following annual rates expressed as a percentage of average net assets:

Ginnie Mae Fund	.12%	\|
Government Income Fund	.15%
Intermediate Government Income Fund	.12%

Accounting and Security Lending Fees. FSC maintains each fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions. Effective June 1, 2005, FMR pays these fees.

Fundwide Operations Fee. Pursuant to a new Fundwide Operations and Expense Agreement (FWOE) effective on June 1, 2005, FMR has agreed to provide for fund level expenses (which do not include transfer agent, Rule 12b-1 fees, the compensation of the independent trustees or other extraordinary expenses) in return for a FWOE fee equal to .35% less the total amount of the management fee. The FWOE paid by the fund is reduced by an amount equal to the fees and expenses paid to the independent trustees. For the period, the FWOE fees were equivalent to the following rates expressed as a percentage of average net assets:

Ginnie Mae Fund	.004%
Government Income Fund	.005%
Intermediate Government Income Fund	.004%

4. Committed Line of Credit.

Certain funds participate 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 participating funds have agreed to pay commitment fees on their pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

5. Security Lending.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

5. Security Lending - continued

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

6. Expense Reductions.

Through arrangements with each applicable fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce each applicable fund's expenses. All of the applicable expense reductions are noted in the table below.

	Custody expense reduction	Transfer Agent expense reduction
Ginnie Mae Fund	$ -	$ 23
Government Income Fund	4	161
Intermediate Government Income Fund	1	2

7. Other.

The funds' 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 funds. In the normal course of business, the funds may also enter into contracts that provide general indemnifications. The funds' maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the funds. The risk of material loss from such claims is considered remote.

At the end of the period, Fidelity Freedom 2010 and Fidelity Freedom 2020 were the owners of record of approximately 25% and 17%, respectively, of the total outstanding shares of the Fidelity Government Income Fund. The Fidelity Freedom Funds were the owners of record, in the aggregate, of approximately 63% of the total outstanding shares of Fidelity Government Income Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Income Fund and the Shareholders of Fidelity Ginnie Mae Fund, Fidelity Government Income Fund and Fidelity Intermediate Government Income Fund:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Ginnie Mae Fund, Fidelity Government Income Fund and Fidelity Intermediate Government Income Fund (funds of Fidelity Income Fund) at July 31, 2005, and the results of their operations, the changes in their net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Income Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2005 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts
September 20, 2005

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and funds, as applicable, are listed below. The Board of Trustees governs each fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee each fund's activities, review contractual arrangements with companies that provide services to each fund, and review each fund's performance. Except for William O. McCoy, Stephen P. Jonas, and Kenneth L. Wolfe, each of the Trustees oversees 320 funds advised by FMR or an affiliate. Mr. McCoy oversees 322 funds advised by FMR or an affiliate. Mr. Jonas and Mr. Wolfe oversee 311 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 funds' Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

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

Name, Age; Principal Occupation
Edward C. Johnson 3d (75)**
	Year of Election or Appointment: 1984 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR Corp.; a Director and Chairman of the Board and of the Executive Committee of FMR; Chairman and a Director of Fidelity Management & Research (Far East) Inc.; Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director (2000-present) of FMR Co., Inc.
Abigail P. Johnson (43)**
	Year of Election or Appointment: 2001 Senior Vice President of Ginnie Mae (2001-present), Government Income (2001-present), and Intermediate Government Income (2001-present). Ms. Johnson also serves as Senior Vice President of other Fidelity funds (2001-present). She is President and a Director of FMR (2001-present), Fidelity Investments Money Management, Inc. (2001-present), FMR Co., Inc. (2001-present), and a Director of FMR Corp. Previously, Ms. Johnson managed a number of Fidelity funds.
Stephen P. Jonas (52)
	Year of Election or Appointment: 2005 Mr. Jonas is Senior Vice President of Ginnie Mae (2005-present), Government Income (2005-present), and Intermediate Government Income (2005-present). He also serves as Senior Vice President of other Fidelity funds (2005-present). Mr. Jonas is Executive Director of FMR (2005-present). Previously, Mr. Jonas served as President of Fidelity Enterprise Operations and Risk Services (2004-2005), Chief Administrative Officer (2002-2004), and Chief Financial Officer of FMR Co. (1998-2000). In addition, he serves on the Boards of Boston Ballet (2003-present) and Simmons College (2003-present).
Robert L. Reynolds (53)
	Year of Election or Appointment: 2003 Mr. Reynolds is a Director (2003-present) and Chief Operating Officer (2002-present) of FMR Corp. He also serves on the Board at Fidelity Investments Canada, Ltd. (2000-present). Previously, Mr. Reynolds served as President of Fidelity Investments Institutional Retirement Group (1996-2000).

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

** Edward C. Johnson 3d, Trustee, is Abigail P. Johnson's father.

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupation
Dennis J. Dirks (57)
	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 of Manhattan College (2005-present).
Robert M. Gates (61)
	Year of Election or Appointment: 1997 Dr. Gates is Vice Chairman of the Independent Trustees (2005-present). Dr. Gates is President of Texas A&M University (2002-present). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001-present), and Brinker International (restaurant management, 2003-present). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Dr. Gates also is a Trustee of the Forum for International Policy.
George H. Heilmeier (69)
	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) (2000-present). 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 display.
Marie L. Knowles (58)
	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 (61)
	Year of Election or Appointment: 2000 Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Italtel Holding S.p.A. (telecommunications (Milan, Italy), 2004-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.
Marvin L. Mann (72)
	Year of Election or Appointment: 1993 Mr. Mann is Chairman of the Independent Trustees (2001-present). He is Chairman Emeritus of Lexmark International, Inc. (computer peripherals), where he served as CEO until April 1998, retired as Chairman May 1999, and remains a member of the Board. Prior to 1991, he held the positions of Vice President of International Business Machines Corporation (IBM) and President and General Manager of various IBM divisions and subsidiaries. He is a member of the Executive Committee of the Independent Director's Council of the Investment Company Institute. In addition, Mr. Mann is a member of the President's Cabinet at the University of Alabama and the Board of Visitors of the Culverhouse College of Commerce and Business Administration at the University of Alabama.
William O. McCoy (71)
	Year of Election or Appointment: 1997 Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty Corporation (real estate), and Progress Energy, Inc. (electric utility). He is also a partner of Franklin Street Partners (private investment management firm) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system).
Cornelia M. Small (61)
	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 (1997-1998). 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 (66)
	Year of Election or Appointment: 2001 Mr. Stavropoulos is Chairman of the Board (2000-present) and a Member 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), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). 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 (66)
	Year of Election or Appointment: 2005 Mr. Wolfe also serves as a Trustee (2005-present) or Member of the Advisory Board (2004-present) of other investment companies advised by FMR. Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Annual Report

Advisory Board Members and Executive Officers:

Correspondence intended for Mr. Gamper may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Albert R. Gamper, Jr. (63)
	Year of Election or Appointment: 2005 Member of the Advisory Board of Fidelity Income Fund. 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.
Peter S. Lynch (61)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity Income Fund. Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director (2000-present) 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, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.
Walter C. Donovan (43)
	Year of Election or Appointment: 2005 Vice President of Ginnie Mae, Government Income, and Intermediate Government Income. Mr. Donovan also serves as Vice President of Fidelity's High Income Funds (2005-present), Fidelity's Fixed-Income Funds (2005-present), certain Asset Allocation Funds (2005-present), and certain Balanced Funds (2005-present). Mr. Donovan also serves as Executive Vice President of FMR (2005-present) and FMRC (2005-present). Previously, Mr. Donovan served as Vice President and Director of Fidelity's International Equity Trading group (1998-2005).
David L. Murphy (57)
	Year of Election or Appointment: 2005 Vice President of Ginnie Mae, Government Income, and Intermediate Government Income. Mr. Murphy also serves as Vice President of Fidelity's Money Market Funds (2002-present), certain Asset Allocation Funds (2003-present), Fidelity's Investment Grade-Bond Funds (2005-present), and Fidelity's Balanced Funds (2005-present). He serves as Senior Vice President (2000-present) and Head (2004-present) of the Fidelity Investments Fixed Income Division. Mr. Murphy is also a Senior Vice President of FIMM (2003-present) and a Vice President of FMR (2000-present). Previously, Mr. Murphy served as Money Market Group Leader (2002-2004), Bond Group Leader (2000-2002), and Vice President of Fidelity's Taxable Bond Funds (2000-2002) and Fidelity's Municipal Bond Funds (2001-2002). Mr. Murphy joined Fidelity Investments in 1989 as a portfolio manager in the Bond Group.
Thomas J. Silvia (44)
	Year of Election or Appointment: 2005 Vice President of Ginnie Mae, Government Income, and Intermediate Government Income. Mr. Silvia also serves as Vice President of Fidelity's Bond Funds (2005-present) and Senior Vice President and Bond Group Leader of the Fidelity Investments Fixed-Income Division (2005-present). Previously, Mr. Silvia served as Director of Fidelity's Taxable Bond portfolio managers (2002-2004) and a portfolio manager in the Bond Group (1997-2004).
George Fischer (44)
	Year of Election or Appointment: 2002 or 2003 Vice President of Intermediate Government Income (2002) and Government Income (2003). Mr. Fischer also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Fischer managed a variety of Fidelity funds.
William Irving (41)
	Year of Election or Appointment: 2005 Vice President of Ginnie Mae. Dr. Irving also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Dr. Irving managed a variety of Fidelity funds.
Eric D. Roiter (56)
	Year of Election or Appointment: 1998 Secretary of Ginnie Mae, Government Income, and Intermediate Government 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 Management & Research (Far East) Inc. (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).
Stuart Fross (45)
	Year of Election or Appointment: 2003 Assistant Secretary of Ginnie Mae, Government Income, and Intermediate Government Income. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.
Christine Reynolds (46)
	Year of Election or Appointment: 2004 President, Treasurer, and Anti-Money Laundering (AML) officer of Ginnie Mae, Government Income, and Intermediate Government Income. Ms. Reynolds also serves as President, Treasurer, and AML officer of other Fidelity funds (2004) and is a Vice President (2003) and an employee (2002) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.
Timothy F. Hayes (54)
	Year of Election or Appointment: 2002 Chief Financial Officer of Ginnie Mae, Government Income, and Intermediate Government Income. Mr. Hayes also serves as Chief Financial Officer of other Fidelity funds (2002-present) and President of Fidelity Investment Operations (2005-present) which includes Fidelity Pricing and Cash Management Services Group (FPCMS), where he served as President (1998-2005). Mr. Hayes serves as President of Fidelity Service Company (2003-present) where he also serves as a Director. Mr. Hayes also served as President of Fidelity Investments Operations Group (FIOG, 2002-2005).
Kenneth A. Rathgeber (58)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Ginnie Mae, Government Income, and Intermediate Government Income. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004) and Executive Vice President of Risk Oversight for Fidelity Investments (2002). Previously, he served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).
John R. Hebble (47)
	Year of Election or Appointment: 2003 Deputy Treasurer of Ginnie Mae, Government Income, and Intermediate Government Income. Mr. Hebble also serves as Deputy Treasurer of other Fidelity funds (2003), and is an employee of FMR. Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds (1998-2003).
Bryan A. Mehrmann (44)
	Year of Election or Appointment: 2005 Deputy Treasurer of Ginnie Mae, Government Income, and Intermediate Government 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).
Kimberley H. Monasterio (41)
	Year of Election or Appointment: 2004 Deputy Treasurer of Ginnie Mae, Government Income, and Intermediate Government Income. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). 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).
Kenneth B. Robins (35)
	Year of Election or Appointment: 2005 Deputy Treasurer of Ginnie Mae, Government Income, and Intermediate Government 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 (38)
	Year of Election or Appointment: 2005 Assistant Treasurer of Ginnie Mae, Government Income, and Intermediate Government 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).
John H. Costello (58)
	Year of Election or Appointment: 1986 or 1988 Assistant Treasurer of Ginnie Mae (1986), Government Income (1986), and Intermediate Government Income (1988). Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.
Peter L. Lydecker (51)
	Year of Election or Appointment: 2004 Assistant Treasurer of Ginnie Mae, Government Income, and Intermediate Government Income. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.
Mark Osterheld (50)
	Year of Election or Appointment: 2002 Assistant Treasurer of Ginnie Mae, Government Income, and Intermediate Government Income. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.
Gary W. Ryan (46)
	Year of Election or Appointment: 2005 Assistant Treasurer of Ginnie Mae, Government Income, and Intermediate Government 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).
Salvatore Schiavone (39)
	Year of Election or Appointment: 2005 Assistant Treasurer of Ginnie Mae, Government Income, and Intermediate Government Income. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

The Board of Trustees of each 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:

Fund	Pay Date	Record Date	Capital Gains
Fidelity Ginnie Mae Fund	9/12/05	9/9/05	$0.02

The funds hereby designate as capital gain dividends the amounts noted below for the taxable year indicated or for dividends for the taxable year ended 2005, if subsequently determined to be different, the net capital gain of such year; and for dividends for the taxable year ended 2004, if subsequently determined to be different, the excess of: (a) the net capital gain of such year, over (b) amounts previously designated as capital gain dividends with respect to such year.

Fund	2005	2004
Fidelity Ginnie Mae Fund	7,939,978	-
Fidelity Government Income Fund	281,394	2,020,325

A percentage of the dividends distributed during the fiscal year for the following funds was derived from interest on U.S. Government securities which is generally exempt from state income tax:

Fidelity Government Income Fund	35.14%
Fidelity Intermediate Government Income Fund	38.71%

The funds will notify shareholders in January 2006 of amounts for use in preparing 2005 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Ginnie Mae Fund / Fidelity Government Income Fund / Fidelity Intermediate Government Income Fund

Each year, typically in June, the Board of Trustees, including the independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for each fund. The Board, assisted by the advice of fund counsel and independent Trustees' counsel, requests and considers a broad range of information throughout the year.

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of each fund's Advisory Contracts, including the services and support provided to each fund and its shareholders by Fidelity. At the time of the renewal, the Board had 11 standing committees, each composed of independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Fixed-Income Contract Committee, meets periodically during the first six months of each year and as necessary to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its June 2005 meeting, the Board of Trustees, including the independent Trustees, unanimously determined to renew the Advisory Contracts for each fund. In reaching its determination, the Board considered all factors it believed relevant, including (1) the nature, extent, and quality of the services to be provided to each fund and its shareholders by Fidelity (including the investment performance of each fund); (2) the competitiveness of the management fee and total expenses of each fund; (3) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the relationship with each fund; (4) the extent to which economies of scale would be realized as each fund grows; and (5) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In determining whether to renew the Advisory Contracts for each fund, the Board ultimately reached a determination, with the assistance of fund counsel and independent Trustees' counsel, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contracts is consistent with Fidelity's fiduciary duty under applicable law. In addition to evaluating the specific factors noted above, the Board, in reaching its determination, is aware that shareholders in each fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that each fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in that fund, managed by Fidelity.

Annual Report

Nature, Extent, and Quality of Services Provided by Fidelity. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the funds' portfolio managers and the funds' investment objectives and disciplines. The independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives.

Fidelity Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board noted that Fidelity's analysts have access to a variety of technological tools that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered the nature, extent, quality, and cost of administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for each fund. The Board also considered the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians. The Board reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers. The Board also considered the resources devoted to, and the record of compliance with, each fund's compliance policies and procedures.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of a fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that, since the last Advisory Contract renewals in June 2004, Fidelity has taken a number of actions that benefited particular funds, including (i) voluntarily deciding in 2004 to stop using "soft" commission dollars to pay for market data and, instead, to pay for that data out of its own resources, (ii) contractually agreeing to impose management fee reductions and expense limitations on its five Spartan stock index funds and its stock index fund available through variable insurance products, (iii) contractually agreeing to eliminate the management fees on the Fidelity Freedom Funds and the Fidelity Advisor Freedom Funds, (iv) contractually agreeing to reduce the management fees on most of its investment-grade taxable bond funds, and (v) contractually agreeing to impose expense limitations on its retail and Spartan investment-grade taxable bond funds.

Investment Performance. The Board considered whether each fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed each fund's absolute investment performance, as well as each fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. For each fund, the following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2004, the fund's returns, the returns of a broad-based securities market index ("benchmark"), and a range of returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper peer group. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the fund.

Annual Report

The Board noted that the relative investment performance of the fund has compared favorably to its Lipper peer group over time. The Board also noted that the relative investment performance of the fund was lower than its benchmark over time.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance, the Board concluded that the nature, extent, and quality of the services provided by Fidelity will benefit each fund's shareholders, particularly in light of the Board's view that each fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

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

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the charts below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than a fund's. For example, a TMG % of 22% would mean that 78% of the funds in the Total Mapped Group had higher management fees than a fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile ("quadrant") in which a fund's management fee ranked, is also included in the charts and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that each fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2004.

Furthermore, the Board considered that, on May 19, 2005, after the periods shown in the charts above, it had approved an amendment (effective June 1, 2005) to each fund's management contract that lowered the fund's individual fund fee rate from 30 basis points to 20 basis points. The Board considered that, if the lower individual fund fee rate had been in effect in 2004, it would have reduced each fund's management fee rate from 43 basis points to 33 basis points.

Annual Report

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

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

The Board noted that each fund's total expenses ranked below its competitive median for 2004. The Board considered that if the lower individual fund fee rate had been in effect in 2004, it would have reduced each fund's total expenses by 10 basis points.

The Board also considered that on May 19, 2005, it had approved changes (effective June 1, 2005) in the contractual arrangements for each fund that (i) have the effect of setting the total "fund-level" expenses (including, among certain other expenses, the management fee) at 35 basis points, (ii) lower and limit the "class-level" transfer agent fee to 10 basis points, and (iii) limit each fund's total expenses to 45 basis points. These new contractual arrangements may not be increased without Board approval.

The Board recognized that each fund's management contract incorporates a "group fee" structure, which provides for lower fee rates as total fund assets under FMR's management increase, and for higher fee rates as total fund assets under FMR's management decrease. The Board noted that because the new contractual arrangements set each fund's total fund-level expenses at 35 basis points, increases or decreases in the management fee due to changes in the group fee rate will not impact total expenses. However, the Board realized that the 35 basis point fee rate was below the lowest management fee available under the old contractual arrangements. The maximum benefit that a decrease in the group fee rate could provide each fund would be a reduction in the management fee to approximately 39 basis points (compared to total fund-level expenses of 35 basis points under the new contractual arrangements).

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the funds' business. In addition, a special committee of the Board reviewed services provided to Fidelity by its affiliates and determined that the fees that Fidelity paid for such services were reasonable.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of each fund and determined that the amount of profit is a fair entrepreneurial profit for the management of each fund.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including each fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which each fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that the reduction in each fund's management fee rate from 43 basis points to 33 basis points and the reduction in each fund's total expenses by 10 basis points would deliver significant economies to fund shareholders. The Board concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Annual Report

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information regarding (i) Fidelity's fund profitability methodology, including additional detail on various cost allocations; (ii) fall-out benefits to Fidelity; and (iii) compensation of portfolio managers and research analysts.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

Fidelity Management & Research
(U.K.) Inc.; Ginnie Mae and
Intermediate Government Income

Fidelity Management & Research
(Far East) Inc.; Ginnie Mae and
Intermediate Government Income

Fidelity Investments
Money Management, Inc.

Fidelity Investments Japan Limited;
Ginnie Mae and Intermediate
Government Income

Fidelity International Investment Advisors

Fidelity International Investment Advisors
(U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

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

(automated graphic) Automated line for quickest service

GVT-UANN-0905
1.789246.102

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

Fidelity

Total Bond

Fund

Annual Report

July 31, 2005

(2_fidelity_logos) (Registered_Trademark)

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>
Board Approval of Investment Advisory Contracts and Management Fees	<Click Here>
Central Fund Investments	<Click Here>	Complete list of investments for Fidelity's fixed-income central funds.

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

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

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

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.

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:

Best regards,

/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 Total Bond's 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 July 31, 2005	Past 1 year	Life of Fund^A
Total Bond	5.75%	5.89%

^AFrom October 15, 2002.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Total Bond on October 15, 2002, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Lehman Brothers® U.S. Universal Index performed over the same period.

Annual Report

Management's Discussion of Fund Performance

Comments from Ford O'Neil, Portfolio Manager of Fidelity Total Bond Fund

Not unlike the domestic equity markets, taxable bonds swung up and down during the 12 months ending July 31, 2005, rallying early in the period, selling off in late winter, only to advance again in the spring. During the one-year period, the Lehman Brothers® Aggregate Bond Index - a measure of the overall investment-grade bond universe - - rose 4.79%. Much of this gain came on the strength of returns from higher-yielding spread sectors, such as investment-grade corporates, reflected in the 5.76% return of the Lehman Brothers Credit Bond Index over the 12-month period. Mortgage-backed securities were spurred on by the relative stability of long-term interest rates, and the Lehman Brothers Mortgage-Backed Securities gained 4.67%. Treasuries also bolstered the overall market, as illustrated by the 4.62% return of the Lehman Brothers U.S. Treasury Index, which moved ahead on a flight to quality as investors continued to ponder the future direction of the U.S. economy. The Lehman Brothers U.S. Agency Index returned a more modest 3.88%.

Total Bond gained 5.75% during the past year, while the Lehman Brothers U.S. Universal Index and the Lipper^SMIntermediate Investment Grade Debt Funds Average rose 5.53% and 4.36%, respectively. Benefiting the fund's performance was our sector selection. In particular, the decision to overweight high-yield corporate bonds and emerging-markets debt worked out well relative to the index, as these segments were boosted by a combination of strong demand for higher-yielding securities and improving creditworthiness. Security selection in both sectors also generally was advantageous. Within the investment-grade portion of the portfolio - which accounted for the majority of the fund's net assets and was the main driver of its absolute and relative returns - our yield-curve positioning helped as the curve flattened. Security selection among investment-grade bonds also added value, with the fund's corporate bond holdings leading the way. However, positions in auto-related companies disappointed. Elsewhere, the decision to invest in high-quality securitized products - namely mortgage securities and asset-backed securities - worked in our favor, as did security selection within those segments. An allocation to Treasury Inflation-Protected Securities (TIPS) also contributed, as they posted strong gains throughout most of the year, although an underweighting in nominal Treasuries detracted from results.

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 (February 1, 2005 to July 31, 2005).

Actual Expenses

The first line of the table below for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below 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.

	Beginning Account Value February 1, 2005	Ending Account Value July 31, 2005	Expenses Paid During Period* February 1, 2005 to July 31, 2005
Class A
Actual	$ 1,000.00	$ 1,010.10	$ 3.99**
Hypothetical^A	$ 1,000.00	$ 1,020.83	$ 4.01**
Class T
Actual	$ 1,000.00	$ 1,009.60	$ 4.48**
Hypothetical^A	$ 1,000.00	$ 1,020.33	$ 4.51**
Class B
Actual	$ 1,000.00	$ 1,006.30	$ 7.71**
Hypothetical^A	$ 1,000.00	$ 1,017.11	$ 7.75**
	Beginning Account Value February 1, 2005	Ending Account Value July 31, 2005	Expenses Paid During Period* February 1, 2005 to July 31, 2005
Class C
Actual	$ 1,000.00	$ 1,006.70	$ 8.21**
Hypothetical^A	$ 1,000.00	$ 1,016.61	$ 8.25**
Total Bond
Actual	$ 1,000.00	$ 1,011.40	$ 2.89**
Hypothetical^A	$ 1,000.00	$ 1,021.92	$ 2.91**
Institutional Class
Actual	$ 1,000.00	$ 1,012.20	$ 2.99**
Hypothetical^A	$ 1,000.00	$ 1,021.82	$ 3.01**

^A5% 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 181/365 (to reflect the one-half year period).

	Annualized Expense Ratio
Class A	.80%**
Class T	.90%**
Class B	1.55%**
Class C	1.65%**
Total Bond	.58%**
Institutional Class	.60%**

** If contractual expense reductions, effective June 1, 2005, had been in effect during the period, the annualized expense ratio and the expenses paid in the actual and hypothetical examples above would have been as follows:

	Annualized Expense Ratio	Expenses Paid
Class A	.74%
Actual		$ 3.69
Hypothetical^A		$ 3.71
Class T	.82%
Actual		$ 4.09
Hypothetical^A		$ 4.11
Class B	1.47%
Actual		$ 7.31
Hypothetical^A		$ 7.35
Class C	1.61%
Actual		$ 8.01
Hypothetical^A		$ 8.05
Total Bond	.45%
Actual		$ 2.24
Hypothetical^A		$ 2.26
Institutional Class	.49%
Actual		$ 2.45
Hypothetical^A		$ 2.46

^A5% return per year before expenses

Annual Report

Investment Changes

Quality Diversification (% of fund's net assets)
As of July 31, 2005		As of January 31, 2005
	U.S. Government and U.S. Government Agency Obligations 56.7%		U.S. Government and U.S.Government Agency Obligations 54.8%
	AAA 7.7%		AAA 5.2%
	AA 3.2%		AA 3.6%
	A 6.2%		A 7.4%
	BBB 13.4%		BBB 12.9%
	BB and Below 9.0%		BB and Below 9.0%
	Not Rated 0.8%		Not Rated 1.4%
	Equities 0.0%		Equities 0.0%
	Short-Term Investments and Net Other Assets 3.0%		Short-Term Investments and Net Other Assets 5.7%

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

Average Years to Maturity as of July 31, 2005
		6 months ago
Years	6.2	5.4

Average years to maturity is based on the average time remaining until principal payments are expected from each of the fund's bonds, weighted by dollar amount.

Duration as of July 31, 2005
		6 months ago
Years	4.0	4.0

Asset Allocation (% of fund's net assets)
As of July 31, 2005 *			As of January 31, 2005 **
	Corporate Bonds 22.3%			Corporate Bonds 23.3%
	U.S. Government and U.S. Government Agency Obligations 56.7%			U.S. Government and U.S. Government Agency Obligations 54.8%
	Asset-Backed Securities 7.6%			Asset-Backed Securities 6.2%
	CMOs and Other Mortgage Related Securities 7.9%			CMOs and Other Mortgage Related Securities 7.1%
	Other Investments 2.5%			Other Investments 2.9%
	Short-Term Investments and Net Other Assets 3.0%			Short-Term Investments and Net Other Assets 5.7%
* Foreign investments		6.7%	** Foreign investments		7.6%

* Futures and Swaps

6.8%

** Futures and Swaps

4.9%

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

Annual Report

Investments July 31, 2005

Showing Percentage of Net Assets

Nonconvertible Bonds - 21.8%
	Principal Amount		Value (Note 1)
CONSUMER DISCRETIONARY - 4.2%
Auto Components - 0.1%
Affinia Group, Inc. 9% 11/30/14 (e)	$ 30,000		$ 24,000
Delco Remy International, Inc. 11% 5/1/09	50,000		44,000
Tenneco Automotive, Inc. 8.625% 11/15/14	105,000		108,938
TRW Automotive Acquisition Corp. 9.375% 2/15/13	87,000		97,440
Visteon Corp. 7% 3/10/14	190,000		164,350
			438,728
Automobiles - 0.5%
Ford Motor Co.:
6.625% 10/1/28	125,000		97,581
7.45% 7/16/31	915,000		775,789
General Motors Corp.:
8.25% 7/15/23	135,000		120,825
8.375% 7/15/33	1,510,000		1,362,775
			2,356,970
Diversified Consumer Services - 0.1%
Carriage Services, Inc. 7.875% 1/15/15 (e)	200,000		208,500
Service Corp. International (SCI):
6.5% 3/15/08	75,000		76,875
6.75% 4/1/16	55,000		56,169
			341,544
Hotels, Restaurants & Leisure - 1.0%
Argosy Gaming Co. 7% 1/15/14	80,000		88,400
Bally Total Fitness Holding Corp.:
9.875% 10/15/07	15,000		13,275
10.5% 7/15/11	120,000		121,800
Carrols Corp. 9% 1/15/13 (e)	105,000		108,938
Domino's, Inc. 8.25% 7/1/11	55,000		58,850
Friendly Ice Cream Corp. 8.375% 6/15/12	70,000		68,600
Gaylord Entertainment Co.:
6.75% 11/15/14	50,000		49,625
8% 11/15/13	225,000		239,918
Herbst Gaming, Inc.:
7% 11/15/14	50,000		50,875
8.125% 6/1/12	70,000		74,550
HMH Properties, Inc. 7.875% 8/1/08	45,000		45,563
Host Marriott LP 7.125% 11/1/13	35,000		36,621
Landry's Seafood Restaurants, Inc. 7.5% 12/15/14	390,000		385,613
MGM MIRAGE:
6% 10/1/09	50,000		50,125
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Hotels, Restaurants & Leisure - continued
MGM MIRAGE: - continued
8.375% 2/1/11	$ 40,000		$ 43,752
Mohegan Tribal Gaming Authority 7.125% 8/15/14	40,000		42,000
Morton's Restaurant Group, Inc. 7.5% 7/1/10	65,000		64,675
MTR Gaming Group, Inc. 9.75% 4/1/10	135,000		146,813
Park Place Entertainment Corp. 7.875% 12/15/05	50,000		50,625
Penn National Gaming, Inc.:
6.875% 12/1/11	80,000		82,000
8.875% 3/15/10	100,000		106,375
Pinnacle Entertainment, Inc. 8.25% 3/15/12	140,000		147,700
Resorts International Hotel & Casino, Inc. 11.5% 3/15/09	225,000		255,375
Scientific Games Corp. 6.25% 12/15/12 (e)	30,000		30,450
Seneca Gaming Corp.:
7.25% 5/1/12 (Reg. S) (e)	70,000		72,625
7.25% 5/1/12	50,000		51,875
Six Flags, Inc. 9.625% 6/1/14	180,000		174,600
Speedway Motorsports, Inc. 6.75% 6/1/13	100,000		103,625
Station Casinos, Inc.:
6% 4/1/12	70,000		71,225
6.5% 2/1/14	40,000		41,052
6.875% 3/1/16	100,000		103,000
Sun International Hotels Ltd./Sun International North America, Inc. 8.875% 8/15/11	325,000		347,344
Town Sports International, Inc. 9.625% 4/15/11	165,000		174,900
Universal City Development Partners Ltd./UCDP Finance, Inc. 11.75% 4/1/10	95,000		109,136
Uno Restaurant Corp. 10% 2/15/11 (e)	80,000		77,200
Vail Resorts, Inc. 6.75% 2/15/14	60,000		61,350
Virgin River Casino Corp./RBG LLC/B&BB, Inc.:
0% 1/15/13 (c)(e)	40,000		28,400
9% 1/15/12 (e)	30,000		31,500
Waterford Gaming LLC/Waterford Gaming Finance Corp. 8.625% 9/15/12 (e)	46,000		49,680
Wheeling Island Gaming, Inc. 10.125% 12/15/09	160,000		169,600
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 6.625% 12/1/14	160,000		156,000
			4,185,630
Household Durables - 0.2%
Champion Enterprises, Inc. 7.625% 5/15/09	70,000		70,700
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Household Durables - continued
Goodman Global Holdings, Inc. 7.875% 12/15/12 (e)	$ 80,000		$ 76,000
K. Hovnanian Enterprises, Inc.:
6.25% 1/15/15	50,000		49,890
6.5% 1/15/14	100,000		101,750
8.875% 4/1/12	10,000		10,800
Sealy Mattress Co. 8.25% 6/15/14	50,000		53,250
Technical Olympic USA, Inc.:
7.5% 3/15/11	110,000		103,950
7.5% 1/15/15	175,000		161,000
WCI Communities, Inc. 9.125% 5/1/12	35,000		36,925
William Lyon Homes, Inc. 10.75% 4/1/13	110,000		121,000
			785,265
Media - 2.1%
AMC Entertainment, Inc. 8.625% 8/15/12	60,000		62,400
AOL Time Warner, Inc. 7.625% 4/15/31	500,000		616,090
British Sky Broadcasting Group PLC (BSkyB) yankee 8.2% 7/15/09	1,000,000		1,114,287
Cablevision Systems Corp.:
7.88% 4/1/09 (i)	40,000		41,200
8% 4/15/12	230,000		230,575
CanWest Media, Inc. 8% 9/15/12	30,000		32,025
Charter Communications Holding II LLC/Charter Communications Holdings II Capital Corp. 10.25% 9/15/10	115,000		118,738
Charter Communications Operating LLC/Charter Communications Operating Capital Corp. 8.375% 4/30/14 (e)	70,000		70,613
Cinemark, Inc. 0% 3/15/14 (c)	100,000		68,750
Comcast Corp. 5.85% 1/15/10	500,000		520,067
Cox Communications, Inc.:
4.625% 6/1/13	90,000		86,026
7.125% 10/1/12	970,000		1,071,758
CSC Holdings, Inc.:
6.75% 4/15/12 (e)	160,000		154,800
7.875% 2/15/18	50,000		49,813
8.125% 7/15/09	65,000		66,950
Dex Media, Inc.:
0% 11/15/13 (c)	95,000		77,663
0% 11/15/13 (c)	5,000		4,088
8% 11/15/13	10,000		10,700
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Media - continued
EchoStar DBS Corp.:
6.375% 10/1/11	$ 150,000		$ 149,250
9.125% 1/15/09	72,000		76,680
Entercom Radio LLC/Entercom Capital, Inc. 7.625% 3/1/14	50,000		52,250
Granite Broadcasting Corp. 9.75% 12/1/10	40,000		37,100
Houghton Mifflin Co.:
8.25% 2/1/11	100,000		105,000
9.875% 2/1/13	145,000		158,050
iesy Repository Gmbh 10.375% 2/15/15 (e)	80,000		80,800
Innova S. de R.L. 9.375% 9/19/13	85,000		95,519
Insight Midwest LP/Insight Capital, Inc. 9.75% 10/1/09	100,000		103,625
Liberty Media Corp.:
5.7% 5/15/13	500,000		462,739
8.25% 2/1/30	740,000		746,690
8.5% 7/15/29	130,000		132,621
LodgeNet Entertainment Corp. 9.5% 6/15/13	190,000		207,100
MediaNews Group, Inc. 6.375% 4/1/14	100,000		96,250
News America Holdings, Inc. 7.75% 12/1/45	170,000		205,897
News America, Inc. 6.2% 12/15/34	330,000		342,944
Nexstar Broadcasting, Inc.:
7% 1/15/14	130,000		120,900
7% 1/15/14 (e)	70,000		65,100
PanAmSat Corp. 9% 8/15/14	84,000		92,610
PRIMEDIA, Inc.:
7.625% 4/1/08	84,000		84,840
8.875% 5/15/11	25,000		26,250
Rainbow National LLC & RNS Co. Corp.:
8.75% 9/1/12 (e)	30,000		33,000
10.375% 9/1/14 (e)	30,000		34,575
Rogers Cable, Inc. 6.75% 3/15/15	50,000		51,625
The Reader's Digest Association, Inc. 6.5% 3/1/11	70,000		71,750
Time Warner Entertainment Co. LP 8.375% 7/15/33	1,000,000		1,310,939
			9,340,647
Specialty Retail - 0.1%
Asbury Automotive Group, Inc.:
8% 3/15/14	60,000		59,550
9% 6/15/12	15,000		15,563
General Nutrition Centers, Inc. 8.625% 1/15/11	80,000		76,100
Nebraska Book Co., Inc. 8.625% 3/15/12	90,000		85,725
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Sonic Automotive, Inc. 8.625% 8/15/13	$ 165,000		$ 169,950
The Pep Boys - Manny, Moe & Jack 7.5% 12/15/14	55,000		50,050
United Auto Group, Inc. 9.625% 3/15/12	50,000		54,000
			510,938
Textiles, Apparel & Luxury Goods - 0.1%
Jostens IH Corp. 7.625% 10/1/12	40,000		40,700
Levi Strauss & Co.:
8.2544% 4/1/12 (i)	70,000		70,000
9.75% 1/15/15	180,000		189,000
12.25% 12/15/12	65,000		73,288
			372,988
TOTAL CONSUMER DISCRETIONARY			18,332,710
CONSUMER STAPLES - 0.8%
Beverages - 0.1%
FBG Finance Ltd. 5.125% 6/15/15 (e)	425,000		417,587
Food & Staples Retailing - 0.1%
Ahold Finance USA, Inc.:
6.25% 5/1/09	40,000		40,800
6.875% 5/1/29	170,000		161,500
8.25% 7/15/10	40,000		43,800
Jean Coutu Group, Inc.:
7.625% 8/1/12	30,000		31,200
8.5% 8/1/14	60,000		59,550
Rite Aid Corp. 6% 12/15/05 (e)	20,000		20,100
Stater Brothers Holdings, Inc. 8.125% 6/15/12	80,000		80,600
			437,550
Food Products - 0.4%
B&G Foods, Inc. 8% 10/1/11	40,000		41,300
Cadbury Schweppes U.S. Finance LLC:
3.875% 10/1/08 (e)	90,000		87,885
5.125% 10/1/13 (e)	1,060,000		1,055,387
Del Monte Corp. 6.75% 2/15/15 (e)	60,000		61,350
Doane Pet Care Co.:
9.75% 5/15/07	50,000		49,250
10.75% 3/1/10	125,000		135,000
National Beef Packing Co. LLC/National Beef Finance Corp. 10.5% 8/1/11	120,000		127,500
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
CONSUMER STAPLES - continued
Food Products - continued
Pierre Foods, Inc. 9.875% 7/15/12	$ 40,000		$ 41,800
United Agriculture Products, Inc. 8.25% 12/15/11	147,000		155,085
			1,754,557
Household Products - 0.1%
Fort James Corp. 6.875% 9/15/07	150,000		156,563
Personal Products - 0.0%
Revlon Consumer Products Corp. 9.5% 4/1/11	100,000		96,000
Tobacco - 0.1%
Altria Group, Inc. 7% 11/4/13	400,000		438,346
TOTAL CONSUMER STAPLES			3,300,603
ENERGY - 2.1%
Energy Equipment & Services - 0.3%
Cooper Cameron Corp. 2.65% 4/15/07	340,000		328,336
Diamond Offshore Drilling, Inc. 4.875% 7/1/15 (e)	885,000		866,882
Dresser-Rand Group, Inc. 7.375% 11/1/14 (e)	50,000		52,375
Hanover Compressor Co. 8.625% 12/15/10	20,000		21,200
Hanover Equipment Trust 8.75% 9/1/11	50,000		53,375
Petronas Capital Ltd. 7% 5/22/12 (e)	5,000		5,609
Universal Compression, Inc. 7.25% 5/15/10	40,000		41,700
			1,369,477
Oil, Gas & Consumable Fuels - 1.8%
Amerada Hess Corp. 6.65% 8/15/11	110,000		119,464
ANR Pipeline, Inc. 9.625% 11/1/21	100,000		127,750
Arch Western Finance LLC 6.75% 7/1/13	100,000		103,500
Canadian Oil Sands Ltd. 4.8% 8/10/09 (e)	490,000		486,712
Chesapeake Energy Corp.:
6.875% 1/15/16	50,000		52,190
7.75% 1/15/15	30,000		32,550
El Paso Energy Corp.:
7.375% 12/15/12	5,000		5,069
7.75% 1/15/32	15,000		15,150
8.05% 10/15/30	95,000		97,256
El Paso Production Holding Co. 7.75% 6/1/13	140,000		148,750
Empresa Nacional de Petroleo 6.75% 11/15/12 (e)	300,000		326,272
EnCana Holdings Finance Corp. 5.8% 5/1/14	240,000		253,201
Enterprise Products Operating LP 5.75% 3/1/35 (e)	300,000		286,865
Foundation Pennsylvania Coal Co. 7.25% 8/1/14	50,000		52,750
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
General Maritime Corp. 10% 3/15/13	$ 310,000		$ 338,675
Giant Industries, Inc. 8% 5/15/14	130,000		136,175
Hurricane Finance BV:
9.625% 2/12/10 (e)	25,000		27,438
9.625% 2/12/10 (Reg. S)	35,000		38,413
Kinder Morgan Energy Partners LP 5.8% 3/15/35	300,000		298,296
Markwest Energy Partners LP/ Markwest Energy Finance Corp. 6.875% 11/1/14 (e)	146,000		147,460
Massey Energy Co. 6.625% 11/15/10	40,000		41,200
Newfield Exploration Co. 6.625% 9/1/14	90,000		94,275
Nexen, Inc. 5.875% 3/10/35	600,000		595,049
OAO Gazprom:
9.625% 3/1/13	240,000		291,600
10.5% 10/21/09	90,000		106,650
Overseas Shipholding Group, Inc.:
7.5% 2/15/24	55,000		53,350
8.25% 3/15/13	40,000		42,600
Pan American Energy LLC 7.125% 10/27/09 (e)	100,000		102,000
Peabody Energy Corp. 6.875% 3/15/13	20,000		21,150
Pemex Project Funding Master Trust:
6.125% 8/15/08	250,000		256,250
6.625% 6/15/35 (e)	780,000		752,700
7.375% 12/15/14	500,000		552,500
Petrobras Energia SA 9.375% 10/30/13	65,000		71,500
Range Resources Corp.:
6.375% 3/15/15 (Reg. S)	90,000		90,450
7.375% 7/15/13	40,000		42,600
Ship Finance International Ltd. 8.5% 12/15/13	330,000		315,975
Teekay Shipping Corp. 8.875% 7/15/11	30,000		34,350
The Coastal Corp.:
6.375% 2/1/09	5,000		4,925
6.5% 6/1/08	150,000		149,063
6.7% 2/15/27	65,000		65,731
7.75% 6/15/10	200,000		205,750
Williams Co., Inc. Credit Linked Certificate Trust III 6.75% 4/15/09 (e)	215,000		223,869
Williams Companies, Inc.:
7.125% 9/1/11	5,000		5,450
7.625% 7/15/19	30,000		34,275
7.875% 9/1/21	35,000		40,381
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Williams Companies, Inc.: - continued
8.125% 3/15/12	$ 30,000		$ 34,650
8.75% 3/15/32	165,000		203,775
YPF SA:
10% 11/2/28	30,000		36,300
yankee 9.125% 2/24/09	45,000		49,163
			7,611,467
TOTAL ENERGY			8,980,944
FINANCIALS - 6.0%
Capital Markets - 1.5%
Bank of New York Co., Inc.:
3.4% 3/15/13 (i)	100,000		96,459
4.25% 9/4/12 (i)	205,000		203,356
Credit Suisse First Boston (USA), Inc. 4.7% 6/1/09	440,000		441,502
E*TRADE Financial Corp. 8% 6/15/11	265,000		279,575
Equinox Holdings Ltd. 9% 12/15/09	90,000		93,600
Franklin Resources, Inc. 3.7% 4/15/08	1,135,000		1,107,274
Goldman Sachs Group, Inc.:
5.7% 9/1/12	1,100,000		1,147,915
6.6% 1/15/12	500,000		545,548
Lazard LLC 7.125% 5/15/15 (e)	685,000		681,889
Legg Mason, Inc. 6.75% 7/2/08	30,000		31,868
Merrill Lynch & Co., Inc. 4.25% 2/8/10	685,000		672,342
Morgan Stanley 6.6% 4/1/12	1,100,000		1,199,734
			6,501,062
Commercial Banks - 0.7%
Bank of America Corp. 7.4% 1/15/11	780,000		885,848
Corporacion Andina de Fomento 5.2% 5/21/13	35,000		35,055
Korea Development Bank:
3.875% 3/2/09	685,000		665,324
4.75% 7/20/09	320,000		319,925
5.75% 9/10/13	170,000		178,008
Standard Bank London Ltd. 8.125% 9/30/09	100,000		104,760
Vimpel Communications 10% 6/16/09 (Issued by UBS Luxembourg SA for Vimpel Communications)	100,000		107,750
Wachovia Bank NA 4.875% 2/1/15	600,000		595,542
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
FINANCIALS - continued
Commercial Banks - continued
Wachovia Corp. 4.875% 2/15/14	$ 175,000		$ 173,732
Western Financial Bank 9.625% 5/15/12	15,000		16,500
			3,082,444
Consumer Finance - 0.6%
AmeriCredit Corp. 9.25% 5/1/09	65,000		69,063
Capital One Bank 6.5% 6/13/13	1,090,000		1,181,679
Ford Motor Credit Co.:
6.625% 6/16/08	90,000		90,000
7.375% 2/1/11	1,000,000		993,484
Household Finance Corp. 4.125% 11/16/09	170,000		166,008
Triad Acquisition Corp. 11.125% 5/1/13 (e)	105,000		108,150
			2,608,384
Diversified Financial Services - 0.5%
CCO Holdings LLC/CCO Holdings Capital Corp. 8.75% 11/15/13	70,000		69,475
Global Cash Access LLC/Global Cash Access Finance Corp. 8.75% 3/15/12	105,000		113,537
JPMorgan Chase & Co. 4.875% 3/15/14	1,475,000		1,458,077
Prime Property Funding II, Inc. 5.125% 6/1/15 (e)	510,000		496,728
Refco Finance Holdings LLC/Refco Finance, Inc. 9% 8/1/12	105,000		113,400
Universal City Florida Holding Co. I/II 8.375% 5/1/10	30,000		31,500
			2,282,717
Insurance - 0.3%
Aegon NV 4.75% 6/1/13	500,000		492,638
Marsh & McLennan Companies, Inc. 7.125% 6/15/09	589,000		628,114
UnumProvident Corp. 7.625% 3/1/11	150,000		158,538
			1,279,290
Real Estate - 1.8%
American Real Estate Partners/American Real Estate Finance Corp.:
7.125% 2/15/13 (e)	115,000		115,000
8.125% 6/1/12	85,000		89,250
Archstone Smith Operating Trust 5.25% 5/1/15	805,000		803,981
Arden Realty LP 5.25% 3/1/15	1,210,000		1,186,513
Boston Properties, Inc. 6.25% 1/15/13	365,000		388,563
Camden Property Trust 5.875% 11/30/12	200,000		205,950
CarrAmerica Realty Corp. 5.25% 11/30/07	200,000		201,021
CB Richard Ellis Services, Inc. 9.75% 5/15/10	10,000		11,100
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
FINANCIALS - continued
Real Estate - continued
Developers Diversified Realty Corp.:
5% 5/3/10	$ 350,000		$ 348,525
5.25% 4/15/11	205,000		206,077
EOP Operating LP:
4.65% 10/1/10	595,000		583,725
4.75% 3/15/14	135,000		130,848
7% 7/15/11	500,000		549,080
Gables Realty LP:
5% 3/15/10	105,000		102,820
5.75% 7/15/07	970,000		985,739
Healthcare Realty Trust, Inc. 5.125% 4/1/14	145,000		140,084
La Quinta Properties, Inc. 7% 8/15/12	50,000		51,938
MeriStar Hospitality Corp. 8.75% 8/15/07	50,000		50,000
MeriStar Hospitality Operating Partnership LP/MeriStar Hospitality Finance Corp. II 10.5% 6/15/09	100,000		106,500
Omega Healthcare Investors, Inc. 7% 4/1/14	70,000		71,225
Senior Housing Properties Trust 7.875% 4/15/15	20,000		21,550
Simon Property Group LP:
5.1% 6/15/15 (e)	485,000		477,725
5.625% 8/15/14	1,000,000		1,024,214
Ventas Realty LP/Ventas Capital Corp. 6.625% 10/15/14 (e)	60,000		61,500
			7,912,928
Thrifts & Mortgage Finance - 0.6%
Countrywide Home Loans, Inc. 4% 3/22/11	415,000		394,901
Independence Community Bank Corp. 3.75% 4/1/14 (i)	120,000		115,358
Residential Capital Corp. 6.375% 6/30/10 (e)	685,000		695,810
Washington Mutual, Inc. 4.375% 1/15/08	1,200,000		1,194,078
			2,400,147
TOTAL FINANCIALS			26,066,972
HEALTH CARE - 0.4%
Health Care Equipment & Supplies - 0.0%
Medical Device Manufacturing, Inc. 10% 7/15/12	50,000		53,750
PerkinElmer, Inc. 8.875% 1/15/13	20,000		22,300
Spheris, Inc. 11% 12/15/12 (e)	50,000		48,500
			124,550
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
HEALTH CARE - continued
Health Care Providers & Services - 0.3%
AmeriPath, Inc. 10.5% 4/1/13	$ 80,000		$ 80,800
AMR HoldCo, Inc./ EmCare HoldCo, Inc. 10% 2/15/15 (e)	60,000		64,200
Community Health Systems, Inc. 6.5% 12/15/12	80,000		81,000
Concentra Operating Corp.:
9.125% 6/1/12	10,000		10,600
9.5% 8/15/10	110,000		117,150
DaVita, Inc.:
6.625% 3/15/13 (e)	40,000		41,400
7.25% 3/15/15 (e)	265,000		274,275
HealthSouth Corp.:
7.625% 6/1/12	130,000		127,400
8.5% 2/1/08	85,000		86,063
IASIS Healthcare LLC/IASIS Capital Corp. 8.75% 6/15/14	100,000		108,500
Psychiatric Solutions, Inc. 7.75% 7/15/15 (e)	50,000		51,250
Rural/Metro Corp. 9.875% 3/15/15 (e)	30,000		30,150
Tenet Healthcare Corp.:
6.375% 12/1/11	75,000		71,063
6.5% 6/1/12	15,000		14,250
7.375% 2/1/13	75,000		72,938
U.S. Oncology, Inc.:
9% 8/15/12	30,000		32,775
10.75% 8/15/14	80,000		90,000
			1,353,814
Pharmaceuticals - 0.1%
CDRV Investors, Inc. 0% 1/1/15 (c)	100,000		49,500
Elan Finance PLC/Elan Finance Corp. 7.75% 11/15/11 (e)	50,000		43,000
Mylan Laboratories, Inc. 6.375% 8/15/15 (e)	60,000		60,150
VWR International, Inc.:
6.875% 4/15/12	30,000		29,625
8% 4/15/14	30,000		28,800
Warner Chilcott Corp. 8.75% 2/1/15 (e)	80,000		79,600
			290,675
TOTAL HEALTH CARE			1,769,039
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
INDUSTRIALS - 1.6%
Aerospace & Defense - 0.3%
BAE Systems Holdings, Inc. 4.75% 8/15/10 (e)	$ 525,000		$ 520,787
BE Aerospace, Inc. 8.5% 10/1/10	100,000		110,500
Bombardier, Inc. 6.3% 5/1/14 (e)	340,000		319,600
K & F Acquisition, Inc. 7.75% 11/15/14	40,000		41,000
Orbital Sciences Corp. 9% 7/15/11	135,000		146,475
			1,138,362
Airlines - 0.7%
American Airlines, Inc. pass thru trust certificates:
6.817% 5/23/11	50,000		47,875
6.855% 10/15/10	67,869		69,821
6.977% 11/23/22	10,708		9,985
6.978% 10/1/12	137,745		143,199
7.024% 4/15/11	365,000		379,361
7.377% 5/23/19	46,728		35,046
7.379% 5/23/16	45,678		34,259
7.8% 4/1/08	65,000		62,725
AMR Corp. 9% 8/1/12	85,000		68,000
Continental Airlines, Inc. pass thru trust certificates:
6.648% 3/15/19	360,532		355,257
6.795% 2/2/20	478,190		411,244
Delta Air Lines, Inc.:
7.9% 12/15/09	50,000		13,500
9.5% 11/18/08 (e)	61,000		48,800
Delta Air Lines, Inc. pass thru trust certificates:
7.111% 3/18/13	340,000		318,750
7.299% 9/18/06	1,000		440
7.57% 11/18/10	705,000		655,613
7.779% 11/18/05	3,000		1,800
7.779% 1/2/12	22,350		9,834
7.92% 5/18/12	135,000		79,650
Northwest Airlines, Inc.:
7.875% 3/15/08	25,000		10,875
9.875% 3/15/07	60,000		31,200
Northwest Airlines, Inc. pass thru trust certificates:
7.068% 7/2/17	7,800		5,304
7.626% 4/1/10	32,062		18,276
7.67% 1/2/15	8,270		5,872
			2,816,686
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
INDUSTRIALS - continued
Building Products - 0.0%
Jacuzzi Brands, Inc. 9.625% 7/1/10	$ 20,000		$ 22,000
Nortek, Inc. 8.5% 9/1/14	100,000		97,000
			119,000
Commercial Services & Supplies - 0.1%
Adesa, Inc. 7.625% 6/15/12	50,000		51,000
ALH Finance LLC/ALH Finance Corp. 8.5% 1/15/13	25,000		24,125
Allied Waste North America, Inc.:
5.75% 2/15/11	70,000		66,150
7.875% 4/15/13	20,000		20,724
Buhrmann US, Inc. 7.875% 3/1/15 (e)	50,000		49,375
Cenveo Corp. 7.875% 12/1/13	60,000		57,900
FTI Consulting, Inc. 7.625% 6/15/13 (e)	30,000		30,450
			299,724
Electrical Equipment - 0.0%
General Cable Corp. 9.5% 11/15/10	20,000		21,400
Sensus Metering Systems, Inc. 8.625% 12/15/13	20,000		18,700
			40,100
Industrial Conglomerates - 0.2%
Hutchison Whampoa International 03/13 Ltd. 6.5% 2/13/13 (e)	190,000		202,736
Hutchison Whampoa International 03/33 Ltd. 7.45% 11/24/33 (e)	720,000		835,641
			1,038,377
Machinery - 0.1%
Accuride Corp. 8.5% 2/1/15	80,000		83,200
Commercial Vehicle Group, Inc. 8% 7/1/13 (e)	50,000		52,000
Dresser, Inc. 9.375% 4/15/11	15,000		15,750
Invensys PLC 9.875% 3/15/11 (e)	245,000		243,775
Navistar International Corp. 7.5% 6/15/11	30,000		30,750
Park-Ohio Industries, Inc. 8.375% 11/15/14 (e)	60,000		56,400
Standard Aero Holdings, Inc. 8.25% 9/1/14 (e)	60,000		63,600
Terex Corp. 7.375% 1/15/14	100,000		105,000
			650,475
Marine - 0.1%
American Commercial Lines LLC/ACL Finance Corp. 9.5% 2/15/15	110,000		119,900
H-Lines Finance Holding Corp. 0% 4/1/13 (c)(e)	40,000		32,100
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
INDUSTRIALS - continued
Marine - continued
Horizon Lines LLC/Holdings Corp. 9% 11/1/12 (e)	$ 40,000		$ 43,000
OMI Corp. 7.625% 12/1/13	95,000		96,663
			291,663
Road & Rail - 0.1%
Kansas City Southern Railway Co. 7.5% 6/15/09	100,000		103,000
Progress Rail Services Corp./Progress Metal Reclamation Co. 7.75% 4/1/12 (e)	100,000		102,250
TFM SA de CV 9.375% 5/1/12 (e)	85,000		90,950
			296,200
Trading Companies & Distributors - 0.0%
Ashtead Holdings PLC 8.625% 8/1/15 (e)(f)	75,000		77,625
Neff Rent LLC/Neff Finance Corp. 11.25% 6/15/12 (e)	50,000		51,750
			129,375
TOTAL INDUSTRIALS			6,819,962
INFORMATION TECHNOLOGY - 0.4%
Communications Equipment - 0.1%
L-3 Communications Corp. 6.375% 10/15/15 (e)	120,000		121,350
Nortel Networks Corp. 6.125% 2/15/06	65,000		65,325
			186,675
Electronic Equipment & Instruments - 0.0%
Celestica, Inc. 7.875% 7/1/11	100,000		103,250
IT Services - 0.1%
Iron Mountain, Inc. 6.625% 1/1/16	120,000		113,400
SunGard Data Systems, Inc.:
9.125% 8/15/13 (e)(f)	225,000		233,438
10.25% 8/15/15 (e)(f)	210,000		217,875
			564,713
Office Electronics - 0.1%
Xerox Capital Trust I 8% 2/1/27	130,000		135,200
Xerox Corp.:
7.125% 6/15/10	20,000		21,200
7.2% 4/1/16	165,000		179,850
7.625% 6/15/13	60,000		63,900
			400,150
Semiconductors & Semiconductor Equipment - 0.1%
Amkor Technology, Inc. 7.75% 5/15/13	65,000		55,575
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Freescale Semiconductor, Inc. 7.125% 7/15/14	$ 60,000		$ 64,200
MagnaChip Semiconductor SA/MagnaChip Semiconductor Finance Co.:
6.875% 12/15/11 (e)	25,000		24,750
8% 12/15/14 (e)	80,000		77,400
New ASAT Finance Ltd. 9.25% 2/1/11	60,000		48,600
Viasystems, Inc. 10.5% 1/15/11	140,000		137,200
			407,725
TOTAL INFORMATION TECHNOLOGY			1,662,513
MATERIALS - 1.3%
Chemicals - 0.5%
BCP Crystal U.S. Holdings Corp. 9.625% 6/15/14	110,000		124,300
Berry Plastics Corp. 10.75% 7/15/12	80,000		87,600
Borden US Finance Corp./Nova Scotia Finance ULC:
8.3488% 7/15/10 (e)(i)	70,000		69,300
9% 7/15/14 (e)	70,000		72,100
Braskem SA 11.75% 1/22/14 (e)	25,000		29,500
Crystal US Holding 3 LLC/Crystal US Sub 3 Corp. Series B, 0% 10/1/14 (c)	100,000		72,000
Equistar Chemicals LP:
6.5% 2/15/06	75,000		75,375
7.55% 2/15/26	100,000		93,500
Equistar Chemicals LP/Equistar Funding Corp. 10.625% 5/1/11	145,000		161,313
Georgia Gulf Corp. 7.125% 12/15/13	90,000		94,500
Huntsman International LLC 9.875% 3/1/09	115,000		122,906
Innophos, Inc. 8.875% 8/15/14 (e)	30,000		30,825
Lyondell Chemical Co.:
9.625% 5/1/07	200,000		212,500
10.875% 5/1/09	55,000		56,925
Millennium America, Inc. 9.25% 6/15/08	230,000		251,275
Nalco Co.:
7.75% 11/15/11	130,000		138,450
8.875% 11/15/13	100,000		109,000
Pliant Corp. 0% 6/15/09 (c)	60,000		53,400
Resolution Performance Products LLC/RPP Capital Corp.:
9.5% 4/15/10	70,000		72,625
13.5% 11/15/10	35,000		37,800
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
MATERIALS - continued
Chemicals - continued
Rockwood Specialties Group, Inc. 7.5% 11/15/14 (e)	$ 50,000		$ 50,250
Solutia, Inc. 7.375% 10/15/27 (b)	20,000		16,400
			2,031,844
Construction Materials - 0.0%
Texas Industries, Inc. 7.25% 7/15/13 (e)	30,000		31,650
Containers & Packaging - 0.3%
AEP Industries, Inc. 7.875% 3/15/13 (e)	30,000		30,000
BWAY Corp. 10% 10/15/10	105,000		111,300
Crown Cork & Seal, Inc. 8% 4/15/23	105,000		105,000
Crown European Holdings SA 9.5% 3/1/11	35,000		38,588
Graham Packaging Co. LP/ GPC Capital Corp.:
8.5% 10/15/12 (e)	50,000		51,250
9.875% 10/15/14 (e)	95,000		97,375
Graphic Packaging International, Inc.:
8.5% 8/15/11	120,000		125,400
9.5% 8/15/13	170,000		175,100
Jefferson Smurfit Corp. U.S. 7.5% 6/1/13	15,000		14,381
Owens-Brockway Glass Container, Inc.:
8.25% 5/15/13	15,000		16,238
8.875% 2/15/09	50,000		52,875
Owens-Illinois, Inc.:
7.35% 5/15/08	50,000		52,125
7.5% 5/15/10	95,000		99,156
7.8% 5/15/18	45,000		46,800
8.1% 5/15/07	110,000		114,400
Tekni-Plex, Inc. 10.875% 8/15/12 (e)	40,000		43,100
			1,173,088
Metals & Mining - 0.3%
Aleris International, Inc. 9% 11/15/14	20,000		20,900
California Steel Industries, Inc. 6.125% 3/15/14	40,000		37,200
Century Aluminum Co. 7.5% 8/15/14	40,000		41,000
Corporacion Nacional del Cobre (Codelco) 6.375% 11/30/12 (e)	335,000		362,849
CSN Islands VIII Corp. 9.75% 12/16/13 (e)	25,000		26,563
Freeport-McMoRan Copper & Gold, Inc.:
6.875% 2/1/14	75,000		73,969
10.125% 2/1/10	45,000		50,063
Gerdau AmeriSteel Corp./GUSAP Partners 10.375% 7/15/11	50,000		55,250
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
MATERIALS - continued
Metals & Mining - continued
Newmont Mining Corp. 5.875% 4/1/35	$ 405,000		$ 407,120
Novelis, Inc. 7.25% 2/15/15 (e)	110,000		112,200
Wise Metals Group LLC/Alloys Finance 10.25% 5/15/12	110,000		103,400
			1,290,514
Paper & Forest Products - 0.2%
Boise Cascade Corp. 8% 2/24/06	25,000		25,625
Boise Cascade LLC/Boise Cascade Finance Corp.:
6.4738% 10/15/12 (i)	30,000		30,300
7.125% 10/15/14	30,000		29,475
Buckeye Technologies, Inc. 8.5% 10/1/13	200,000		204,250
Georgia-Pacific Corp.:
7.375% 12/1/25	15,000		16,219
7.5% 5/15/06	50,000		51,125
7.75% 11/15/29	10,000		11,200
8% 1/15/24	130,000		149,175
8.125% 5/15/11	5,000		5,594
Millar Western Forest Products Ltd. 7.75% 11/15/13	120,000		113,400
Norske Skog Canada Ltd. 7.375% 3/1/14	40,000		39,700
Solo Cup Co. 8.5% 2/15/14	145,000		138,838
Stone Container Corp. 8.375% 7/1/12	200,000		202,500
			1,017,401
TOTAL MATERIALS			5,544,497
TELECOMMUNICATION SERVICES - 2.6%
Diversified Telecommunication Services - 2.0%
Ameritech Capital Funding Corp. 6.25% 5/18/09	35,000		36,726
BellSouth Capital Funding Corp. 7.875% 2/15/30	1,800,000		2,284,409
British Telecommunications PLC:
8.375% 12/15/10	190,000		222,019
8.875% 12/15/30	145,000		203,483
Empresa Brasileira de Telecomm SA 11% 12/15/08	158,000		178,540
Eschelon Operating Co. 8.375% 3/15/10	70,000		64,400
GCI, Inc. 7.25% 2/15/14	50,000		48,750
Koninklijke KPN NV yankee 8% 10/1/10	500,000		570,223
MCI, Inc. 7.688% 5/1/09	36,000		37,530
New Skies Satellites BV:
8.5388% 11/1/11 (i)	100,000		104,000
9.125% 11/1/12	85,000		88,400
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
TELECOMMUNICATION SERVICES - continued
Diversified Telecommunication Services - continued
NTL Cable PLC 8.75% 4/15/14	$ 190,000		$ 202,350
Qwest Capital Funding, Inc.:
7% 8/3/09	50,000		48,750
7.25% 2/15/11	35,000		33,775
7.625% 8/3/21	20,000		18,000
Qwest Communications International, Inc.:
6.7681% 2/15/09 (i)	40,000		40,100
7.5% 2/15/14 (e)	60,000		57,600
7.5% 2/15/14	160,000		154,400
Qwest Corp.:
6.6706% 6/15/13 (e)(i)	90,000		93,825
7.625% 6/15/15 (e)	110,000		113,163
Qwest Services Corp.:
13.5% 12/15/10	20,000		23,000
14% 12/15/14	110,000		133,100
SBC Communications, Inc.:
6.15% 9/15/34	500,000		531,455
6.45% 6/15/34	220,000		242,412
Sprint Capital Corp. 8.375% 3/15/12	600,000		711,574
Telecom Italia Capital:
4.95% 9/30/14 (e)	415,000		406,778
6% 9/30/34 (e)	500,000		507,292
Telefonica de Argentina SA 9.125% 11/7/10	95,000		103,075
Telefonos de Mexico SA de CV 4.75% 1/27/10 (e)	90,000		88,786
Telenet Group Holding NV 0% 6/15/14 (c)(e)	80,000		64,000
TELUS Corp. yankee 7.5% 6/1/07	180,000		189,293
Time Warner Telecom Holdings, Inc. 9.25% 2/15/14 (e)	80,000		81,600
U.S. West Capital Funding, Inc. 6.375% 7/15/08	125,000		122,500
U.S. West Communications 6.875% 9/15/33	165,000		141,900
Verizon Global Funding Corp. 7.25% 12/1/10	360,000		401,070
Verizon New York, Inc. 6.875% 4/1/12	120,000		130,733
			8,479,011
Wireless Telecommunication Services - 0.6%
America Movil SA de CV 4.125% 3/1/09	285,000		276,459
American Tower Corp. 7.5% 5/1/12	105,000		112,088
AT&T Wireless Services, Inc. 7.875% 3/1/11	455,000		521,200
Centennial Communications Corp./Centennial Cellular Operating Co. LLC/Centennial Puerto Rico Operations Corp. 8.125% 2/1/14 (i)	60,000		64,350
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - continued
DirecTV Holdings LLC/DirecTV Financing, Inc.:
6.375% 6/15/15 (e)	$ 30,000		$ 29,925
8.375% 3/15/13	33,000		36,548
Globe Telecom, Inc. 9.75% 4/15/12	30,000		32,625
Inmarsat Finance II PLC 0% 11/15/12 (c)	70,000		56,000
Inmarsat Finance PLC 7.625% 6/30/12	45,438		48,107
Intelsat Ltd.:
6.5% 11/1/13	40,000		32,550
7.625% 4/15/12	20,000		17,800
8.625% 1/15/15 (e)	195,000		208,650
Kyivstar GSM 10.375% 8/17/09 (e)	100,000		111,630
Millicom International Cellular SA 10% 12/1/13	140,000		145,250
Mobile Telesystems Finance SA:
8% 1/28/12 (e)	60,000		61,500
8.375% 10/14/10 (e)	170,000		178,075
Nextel Communications, Inc. 7.375% 8/1/15	150,000		161,250
Nextel Partners, Inc. 8.125% 7/1/11	85,000		92,650
Rogers Communications, Inc.:
6.375% 3/1/14	140,000		142,800
8% 12/15/12	105,000		113,269
9.625% 5/1/11	26,000		30,615
Rural Cellular Corp. 8.25% 3/15/12	60,000		63,600
Telemig Cellular SA/Amazonia Cellular SA 8.75% 1/20/09 (e)	31,000		32,085
Western Wireless Corp. 9.25% 7/15/13	175,000		199,500
			2,768,526
TOTAL TELECOMMUNICATION SERVICES			11,247,537
UTILITIES - 2.4%
Electric Utilities - 1.2%
AES Gener SA 7.5% 3/25/14	70,000		72,275
Cleveland Electric Illuminating Co. 5.65% 12/15/13	300,000		309,783
Duke Capital LLC 6.75% 2/15/32	1,400,000		1,559,447
Exelon Corp.:
4.9% 6/15/15	485,000		475,903
5.625% 6/15/35	90,000		88,598
6.75% 5/1/11	420,000		458,365
FirstEnergy Corp. 6.45% 11/15/11	155,000		166,683
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
UTILITIES - continued
Electric Utilities - continued
MSW Energy Holdings II LLC/MSW Finance Co. II, Inc. 7.375% 9/1/10	$ 40,000		$ 41,600
MSW Energy Holdings LLC/MSW Energy Finance Co., Inc. 8.5% 9/1/10	10,000		10,750
Nevada Power Co.:
5.875% 1/15/15 (e)	40,000		40,700
6.5% 4/15/12	50,000		52,500
Oncor Electric Delivery Co. 6.375% 5/1/12	45,000		48,651
Progress Energy, Inc. 7.1% 3/1/11	950,000		1,043,885
Sierra Pacific Resources 7.803% 6/15/12	40,000		42,800
TECO Energy, Inc. 7% 5/1/12	80,000		86,000
Texas Genco LLC/Texas Genco Financing Corp. 6.875% 12/15/14 (e)	125,000		131,250
TXU Energy Co. LLC 7% 3/15/13	480,000		531,063
			5,160,253
Gas Utilities - 0.0%
Colorado Interstate Gas Co. 5.95% 3/15/15 (e)	60,000		59,550
El Paso Energy Corp. 6.75% 5/15/09	25,000		25,094
Sonat, Inc.:
6.625% 2/1/08	20,000		20,025
6.75% 10/1/07	15,000		15,038
			119,707
Independent Power Producers & Energy Traders - 0.6%
AES Corp.:
8.75% 6/15/08	2,000		2,150
8.75% 5/15/13 (e)	35,000		38,763
8.875% 2/15/11	282,000		312,315
9% 5/15/15 (e)	25,000		27,938
9.375% 9/15/10	7,000		7,875
9.5% 6/1/09	19,000		21,066
Allegheny Energy Supply Co. LLC:
7.8% 3/15/11	170,000		186,150
8.25% 4/15/12 (e)	90,000		101,250
10.25% 11/15/07 (e)	26,657		28,990
13% 11/15/07 (e)(i)	3,339		3,673
Constellation Energy Group, Inc. 7% 4/1/12	1,050,000		1,163,003
NRG Energy, Inc. 8% 12/15/13	172,000		184,040
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
UTILITIES - continued
Independent Power Producers & Energy Traders - continued
Tenaska Alabama Partners LP 7% 6/30/21 (e)	$ 100,000		$ 102,750
TXU Corp. 5.55% 11/15/14 (e)	250,000		243,719
			2,423,682
Multi-Utilities - 0.6%
CMS Energy Corp.:
6.3% 2/1/12	60,000		60,675
8.5% 4/15/11	45,000		50,231
9.875% 10/15/07	135,000		147,825
Dominion Resources, Inc.:
4.75% 12/15/10	535,000		531,322
5.15% 7/15/15	500,000		497,526
5.95% 6/15/35	905,000		924,867
6.25% 6/30/12	270,000		288,619
Utilicorp Canada Finance Corp. 7.75% 6/15/11	105,000		109,463
			2,610,528
TOTAL UTILITIES			10,314,170
TOTAL NONCONVERTIBLE BONDS (Cost $92,844,009)		94,038,947
U.S. Government and Government Agency Obligations - 30.4%

U.S. Government Agency Obligations - 4.0%
Fannie Mae:
3.25% 1/15/08	8,000,000		7,812,344
4.375% 7/17/13	2,205,000		2,143,699
4.625% 5/1/13	5,000,000		4,944,360
Federal Home Loan Bank 3.75% 9/28/06	40,000		39,762
Freddie Mac:
5.25% 11/5/12	280,000		279,761
5.875% 3/21/11	2,095,000		2,221,337
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS			17,441,263
U.S. Treasury Inflation Protected Obligations - 4.6%
U.S. Treasury Inflation-Indexed Bonds 2.375% 1/15/25	4,434,805		4,682,155
U.S. Government and Government Agency Obligations - continued
	Principal Amount		Value (Note 1)
U.S. Treasury Inflation Protected Obligations - continued
U.S. Treasury Inflation-Indexed Notes:
0.875% 4/15/10	$ 3,078,570		$ 2,957,553
2% 1/15/14	11,889,069		12,019,436
TOTAL U.S. TREASURY INFLATION PROTECTED OBLIGATIONS			19,659,144
U.S. Treasury Obligations - 21.8%
U.S. Treasury Bonds 6.25% 5/15/30	7,720,000		9,703,677
U.S. Treasury Notes:
3.125% 1/31/07	40,160,000		39,661,094
3.375% 10/15/09	1,000,000		970,273
3.625% 4/30/07	7,808,000		7,757,373
3.625% 6/30/07 (f)	7,111,000		7,059,609
4.25% 8/15/13	10,049,000		10,061,561
4.75% 5/15/14	15,855,000		16,408,688
6.5% 2/15/10	2,170,000		2,378,609
TOTAL U.S. TREASURY OBLIGATIONS			94,000,884
TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $131,105,466)		131,101,291
U.S. Government Agency - Mortgage Securities - 25.3%

Fannie Mae - 24.2%
3.463% 4/1/34 (i)	155,188		154,598
3.734% 1/1/35 (i)	81,020		80,197
3.753% 10/1/33 (i)	57,513		56,675
3.786% 12/1/34 (i)	67,601		66,855
3.793% 6/1/34 (i)	269,511		263,211
3.801% 12/1/34 (i)	21,120		20,923
3.828% 1/1/35 (i)	64,725		64,163
3.838% 1/1/35 (i)	160,045		159,402
3.867% 1/1/35 (i)	90,198		89,698
3.913% 12/1/34 (i)	44,713		44,363
3.937% 10/1/34 (i)	60,034		59,588
3.937% 12/1/34 (i)	92,940		92,473
3.963% 1/1/35 (i)	125,373		124,133
3.97% 5/1/33 (i)	15,574		15,481
3.975% 1/1/35 (i)	64,173		63,554
3.981% 12/1/34 (i)	65,505		64,819
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount		Value (Note 1)
Fannie Mae - continued
4% 8/1/20 (f)	$ 2,895,592		$ 2,792,437
4.008% 12/1/34 (i)	373,367		372,610
4.011% 1/1/35 (i)	43,259		42,826
4.014% 12/1/34 (i)	43,068		42,611
4.023% 2/1/35 (i)	47,859		47,446
4.03% 1/1/35 (i)	23,990		23,874
4.032% 12/1/34 (i)	43,840		43,751
4.045% 5/1/34 (i)	25,362		25,346
4.049% 2/1/35 (i)	45,038		44,699
4.053% 10/1/18 (i)	61,942		61,329
4.054% 1/1/35 (i)	44,950		44,529
4.079% 4/1/33 (i)	18,339		18,311
4.098% 1/1/35 (i)	90,941		91,282
4.104% 2/1/35 (i)	46,625		46,397
4.11% 2/1/35 (i)	46,488		46,325
4.117% 2/1/35 (i)	91,838		91,479
4.118% 1/1/35 (i)	102,744		102,288
4.121% 2/1/35 (i)	183,102		182,253
4.124% 1/1/35 (i)	110,266		110,771
4.137% 1/1/35 (i)	177,027		176,326
4.138% 2/1/35 (i)	112,865		113,284
4.144% 1/1/35 (i)	165,216		165,989
4.15% 11/1/34 (i)	83,645		83,189
4.154% 2/1/35 (i)	93,461		93,188
4.178% 1/1/35 (i)	188,993		190,793
4.183% 1/1/35 (i)	90,084		89,998
4.189% 11/1/34 (i)	34,835		34,773
4.197% 1/1/35 (i)	115,561		114,805
4.232% 3/1/34 (i)	56,248		56,058
4.25% 2/1/35 (i)	72,107		71,699
4.258% 10/1/34 (i)	149,869		150,753
4.293% 3/1/35 (i)	69,874		69,865
4.297% 7/1/34 (i)	57,200		57,342
4.302% 1/1/35 (i)	71,234		70,795
4.306% 8/1/33 (i)	123,209		122,720
4.315% 3/1/33 (i)	31,176		31,109
4.323% 5/1/35 (i)	91,219		91,093
4.332% 12/1/34 (i)	46,562		46,607
4.335% 2/1/35 (i)	45,626		45,509
4.349% 1/1/35 (i)	68,741		68,129
4.351% 1/1/35 (i)	70,501		70,245
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount		Value (Note 1)
Fannie Mae - continued
4.367% 2/1/34 (i)	$ 150,340		$ 149,954
4.372% 4/1/35 (i)	47,281		47,200
4.401% 2/1/35 (i)	95,631		94,944
4.409% 5/1/35 (i)	183,454		183,539
4.451% 6/1/33 (i)	46,276		45,765
4.455% 3/1/35 (i)	73,725		73,083
4.467% 10/1/34 (i)	325,088		325,221
4.479% 4/1/34 (i)	114,089		114,254
4.489% 8/1/34 (i)	201,750		201,656
4.5% 5/1/18 to 4/1/35	22,521,980		21,921,930
4.5% 8/1/20 (f)	3,000,000		2,950,313
4.5% 3/1/35 (i)	194,189		193,523
4.508% 1/1/35 (i)	108,887		109,522
4.528% 12/1/34 (i)	437,452		435,753
4.529% 3/1/35 (i)	170,779		170,085
4.538% 8/1/34 (i)	112,544		113,173
4.554% 7/1/35 (i)	225,000		225,105
4.564% 2/1/35 (i)	429,539		430,042
4.57% 2/1/35 (i)	63,371		63,565
4.604% 1/1/33 (i)	349,267		350,263
4.619% 2/1/35 (i)	183,580		182,913
4.645% 2/1/35 (i)	64,103		64,462
4.649% 11/1/34 (i)	220,719		221,205
4.687% 11/1/34 (i)	204,340		204,606
4.714% 3/1/35 (i)	521,050		523,150
4.74% 7/1/34 (i)	198,906		197,588
4.741% 3/1/35 (i)	94,718		94,718
4.823% 12/1/34 (i)	184,753		185,403
4.847% 12/1/34 (i)	67,829		68,031
4.898% 10/1/34 (i)	142,962		143,698
5% 3/1/35 to 8/1/35	20,610,101		20,304,630
5% 8/1/35 (f)	9,875,320		9,724,104
5.123% 2/1/35 (i)	544,160		543,205
5.137% 5/1/35 (i)	93,312		93,440
5.204% 6/1/35 (i)	321,987		326,202
5.366% 12/1/32 (i)	91,997		93,032
5.5% 11/1/16 to 10/1/34	5,196,795		5,234,994
5.5% 8/1/35 (f)	18,607,798		18,712,467
5.817% 5/1/35 (i)	435,730		440,363
6% 7/1/08 to 3/1/33	8,513,123		8,757,925
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount		Value (Note 1)
Fannie Mae - continued
6.5% 6/1/09 to 1/1/33	$ 2,320,425		$ 2,407,535
7% 9/1/25 to 8/1/29	301,767		318,457
TOTAL FANNIE MAE			104,705,984
Freddie Mac - 1.0%
4.106% 12/1/34 (i)	65,639		65,241
4.13% 12/1/34 (i)	109,099		108,600
4.223% 1/1/35 (i)	280,789		279,777
4.287% 1/1/35 (i)	255,358		255,371
4.3% 5/1/35 (i)	168,933		168,068
4.311% 12/1/34 (i)	94,658		94,086
4.312% 3/1/35 (i)	90,473		90,187
4.368% 3/1/35 (i)	123,047		121,663
4.4% 2/1/35 (i)	170,490		168,625
4.404% 2/1/35 (i)	191,748		191,238
4.446% 3/1/35 (i)	73,623		72,777
4.449% 2/1/34 (i)	100,426		100,004
4.49% 3/1/35 (i)	242,950		240,824
4.497% 6/1/35 (i)	98,241		98,169
4.498% 3/1/35 (i)	610,000		605,997
4.504% 3/1/35 (i)	98,043		97,078
4.565% 2/1/35 (i)	141,902		142,091
5.036% 4/1/35 (i)	525,511		528,708
5.223% 8/1/33 (i)	40,373		41,246
6% 5/1/33	814,667		833,767
TOTAL FREDDIE MAC			4,303,517
Government National Mortgage Association - 0.1%
7% 7/15/31 to 12/15/32	242,236		255,890
TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES (Cost $110,321,879)		109,265,391
Asset-Backed Securities - 3.2%

ACE Securities Corp.:
Series 2003-FM1 Class M2, 5.31% 11/25/32 (i)	40,000		40,471
Series 2004-HE1:
Class M1, 3.96% 2/25/34 (i)	125,000		125,044
Class M2, 4.56% 2/25/34 (i)	125,000		125,063
Asset-Backed Securities - continued
	Principal Amount		Value (Note 1)
ACE Securities Corp.: - continued
Series 2005-SD1 Class A1, 3.86% 11/25/50 (i)	$ 141,526		$ 141,700
American Express Credit Account Master Trust Series 2004-C Class C, 3.8881% 2/15/12 (e)(i)	1,559,117		1,563,718
AmeriCredit Automobile Receivables Trust Series 2004-1 Class D, 5.07% 7/6/10	290,000		289,544
Ameriquest Mortgage Securities, Inc. Series 2004-R2:
Class M1, 3.89% 4/25/34 (i)	65,000		64,997
Class M2, 3.94% 4/25/34 (i)	50,000		49,998
Asset Backed Securities Corp. Home Equity Loan Trust:
Series 2003-HE2 Class A2, 3.7681% 4/15/33 (i)	7,890		7,894
Series 2003-HE7 Class A3, 3.7481% 12/15/33 (i)	75,119		75,396
Series 2004-HE2 Class M1, 4.01% 4/25/34 (i)	375,000		375,666
Bank One Issuance Trust:
Series 2002-C1 Class C1, 4.3481% 12/15/09 (i)	425,000		429,552
Series 2004-B2 Class B2, 4.37% 4/15/12	900,000		890,715
Capital One Multi-Asset Execution Trust:
Series 2003-B1 Class B1, 4.5581% 2/17/09 (i)	120,000		120,751
Series 2003-B2 Class B2, 3.5% 2/17/09	60,000		59,651
Series 2003-B4 Class B4, 4.1881% 7/15/11 (i)	90,000		91,451
Series 2004-6 Class B, 4.15% 7/16/12	570,000		559,157
CDC Mortgage Capital Trust Series 2003-HE2 Class M2, 5.36% 10/25/33 (i)	30,000		30,526
Chase Credit Card Master Trust Series 2003-6 Class B, 3.7381% 2/15/11 (i)	230,000		231,735
Chase Credit Card Owner Trust Series 2004-1 Class B, 3.5881% 5/15/09 (i)	220,000		219,957
Citibank Credit Card Issuance Trust:
Series 2000-C2 Class C2, 4.2488% 10/15/07 (i)	1,000,000		1,000,649
Series 2003-C1 Class C1, 4.65% 4/7/10 (i)	305,000		311,297
Countrywide Home Loans, Inc.:
Series 2004-2 Class M1, 3.96% 5/25/34 (i)	275,000		275,355
Series 2004-3 Class M1, 3.96% 6/25/34 (i)	75,000		75,069
Series 2005-1:
Class MV1, 3.86% 7/25/35 (i)	185,000		184,718
Class MV2, 3.9% 7/25/35 (i)	220,000		219,366
Class MV3, 3.94% 7/25/35 (i)	90,000		89,870
Crown Castle Towers LLC/Crown Atlantic Holdings Sub LLC/Crown Communication, Inc. Series 2005-1:
Class B, 4.878% 6/15/35 (e)	309,000		311,474
Class C, 5.074% 6/15/35 (e)	281,000		282,405
First Franklin Mortgage Loan Trust Series 2004-FF2:
Class M3, 4.01% 3/25/34 (i)	25,000		25,044
Asset-Backed Securities - continued
	Principal Amount		Value (Note 1)
First Franklin Mortgage Loan Trust Series 2004-FF2: - continued
Class M4, 4.36% 3/25/34 (i)	$ 25,000		$ 25,221
Fremont Home Loan Trust Series 2004-A:
Class M1, 4.01% 1/25/34 (i)	225,000		225,144
Class M2, 4.61% 1/25/34 (i)	275,000		278,153
GSAMP Trust Series 2004-FM2 Class M1, 3.96% 1/25/34 (i)	250,000		249,989
HFC Home Equity Loan Asset Backed Certificates Series 2005-2:
Class M1, 3.97% 1/20/34 (i)	185,000		185,000
Class M2, 4% 1/20/34 (i)	140,000		140,000
Home Equity Asset Trust:
Series 2003-2:
Class A2, 3.84% 8/25/33 (i)	2,448		2,457
Class M1, 4.34% 8/25/33 (i)	25,000		25,271
Series 2003-4:
Class M1, 4.26% 10/25/33 (i)	40,000		40,297
Class M2, 5.36% 10/25/33 (i)	45,000		45,591
Series 2004-3 Class M2, 4.66% 8/25/34 (i)	120,000		122,039
Long Beach Mortgage Loan Trust Series 2003-3 Class M2, 5.31% 7/25/33 (i)	45,000		45,879
MBNA Credit Card Master Note Trust:
Series 2003-B2 Class B2, 3.7781% 10/15/10 (i)	80,000		80,814
Series 2003-B3 Class B3, 3.7631% 1/18/11 (i)	285,000		286,352
Series 2003-B5 Class B5, 3.7581% 2/15/11 (i)	240,000		241,854
Meritage Mortgage Loan Trust Series 2004-1:
Class M1, 3.96% 7/25/34 (i)	100,000		99,996
Class M2, 4.01% 7/25/34 (i)	25,000		24,999
Class M3, 4.41% 7/25/34 (i)	50,000		49,998
Class M4, 4.56% 7/25/34 (i)	25,000		24,999
Morgan Stanley ABS Capital I, Inc.:
Series 2002-HE3 Class M1, 4.56% 12/27/32 (i)	90,000		91,161
Series 2003-NC8 Class M1, 4.16% 9/25/33 (i)	35,000		35,201
Morgan Stanley Dean Witter Capital I Trust:
Series 2001-NC4 Class M1, 4.46% 1/25/32 (i)	39,060		39,202
Series 2002-NC1 Class M1, 4.26% 2/25/32 (e)(i)	138,907		140,074
Series 2002-NC3 Class M1, 4.18% 8/25/32 (i)	75,000		75,576
Series 2003-NC2 Class M2, 5.46% 2/25/33 (i)	40,000		40,634
National Collegiate Funding LLC Series 2004-GT1 Class IO1, 7.87% 6/25/10 (e)(i)(l)	455,000		153,787
National Collegiate Student Loan Trust Series 2005-GT1 Class AIO, 6.75% 12/25/09 (l)	250,000		67,324
Asset-Backed Securities - continued
	Principal Amount		Value (Note 1)
New Century Home Equity Loan Trust Series 2003-2 Class A2, 3.89% 1/25/33 (i)	$ 3,422		$ 3,423
NovaStar Home Equity Loan Series 2004-1:
Class M1, 3.91% 6/25/34 (i)	75,000		75,063
Class M4, 4.435% 6/25/34 (i)	125,000		125,213
Park Place Securities, Inc. Series 2005-WCH1:
Class M2, 3.98% 1/25/35 (i)	225,000		224,544
Class M4, 4.29% 1/25/35 (i)	750,000		750,878
Sears Credit Account Master Trust II Series 2002-4 Class A, 3.5181% 8/18/09 (i)	100,000		99,999
SLM Private Credit Student Loan Trust Series 2004-A Class C, 3.96% 6/15/33 (i)	260,000		265,580
Volkswagen Auto Lease Trust Series 2005-A Class A4, 3.94% 10/20/10	970,000		959,829
WFS Financial Owner Trust Series 2004-3 Class D, 4.07% 2/17/12	284,404		282,142
TOTAL ASSET-BACKED SECURITIES (Cost $13,893,498)		13,891,916
Collateralized Mortgage Obligations - 3.6%

Private Sponsor - 3.3%
Adjustable Rate Mortgage Trust floater:
Series 2005-1 Class 5A2, 3.79% 5/25/35 (i)	333,915		334,126
Series 2005-2 Class 6A2, 3.74% 6/25/35 (i)	161,688		161,793
Bank of America Mortgage Securities, Inc.:
Series 2003-K:
Class 1A1, 3.3521% 12/25/33 (i)	168,036		166,513
Class 2A1, 4.1867% 12/25/33 (i)	298,300		294,569
Series 2004-B:
Class 1A1, 3.4262% 3/25/34 (i)	664,848		656,626
Class 2A2, 4.1351% 3/25/34 (i)	204,630		200,155
Series 2004-C Class 1A1, 3.3726% 4/25/34 (i)	383,241		378,537
Series 2004-D:
Class 1A1, 3.5597% 5/25/34 (i)	448,999		444,076
Class 2A2, 4.2101% 5/25/34 (i)	585,166		576,845
Series 2004-G Class 2A7, 4.6058% 8/25/34 (i)	621,572		619,487
Series 2004-H Class 2A1, 4.5133% 9/25/34 (i)	552,389		547,078
Bear Stearns Alt-A Trust floater Series 2005-1 Class A1, 3.74% 1/25/35 (i)	645,482		645,482
CS First Boston Mortgage Securities Corp. floater:
Series 2004-AR3 Class 6A2, 3.83% 4/25/34 (i)	115,778		115,881
Collateralized Mortgage Obligations - continued
	Principal Amount		Value (Note 1)
Private Sponsor - continued
CS First Boston Mortgage Securities Corp. floater: - continued
Series 2004-AR6 Class 9A2, 3.83% 10/25/34 (i)	$ 213,174		$ 213,302
Granite Mortgages PLC floater Series 2004-2 Class 1C, 4.13% 6/20/44 (i)	194,632		195,032
Lehman Structured Securities Corp. floater Series 2005-1 Class A2, 3.67% 9/26/45 (e)(i)	743,244		743,244
Master Alternative Loan Trust Series 2004-3 Class 3A1, 6% 4/25/34	76,015		76,870
Master Asset Securitization Trust Series 2004-9 Class 7A1, 6.3188% 5/25/17 (i)	481,596		486,800
Master Seasoned Securitization Trust Series 2004-1 Class 1A1, 6.2437% 8/25/17 (i)	371,110		379,522
Merrill Lynch Mortgage Investors, Inc.:
floater Series 2005-B Class A2, 3.75% 6/25/30 (i)	629,385		629,385
Series 2003-E Class XA1, 1% 10/25/28 (i)(l)	1,302,816		15,846
Series 2003-G Class XA1, 1% 1/25/29 (l)	1,833,562		23,767
Series 2003-H Class XA1, 1% 1/25/29 (e)(l)	1,474,148		19,285
Opteum Mortgage Acceptance Corp. floater Series 2005-3 Class APT, 3.75% 6/25/35 (i)	367,832		368,047
Residential Asset Mortgage Products, Inc. sequential pay:
Series 2003-SL1 Class A31, 7.125% 4/25/31	518,998		528,368
Series 2004-SL2 Class A1, 6.5% 10/25/16	71,407		72,543
Residential Finance LP/Residential Finance Development Corp. floater:
Series 2003-CB1:
Class B3, 4.8% 6/10/35 (e)(i)	43,397		44,156
Class B4, 5% 6/10/35 (e)(i)	38,575		39,298
Class B5, 5.6% 6/10/35 (e)(i)	28,931		29,546
Class B6, 6.1% 6/10/35 (e)(i)	14,466		14,773
Series 2004-B:
Class B4, 4.45% 2/10/36 (e)(i)	98,295		99,770
Class B5, 4.9% 2/10/36 (e)(i)	98,295		100,015
Class B6, 5.35% 2/10/36 (e)(i)	98,295		100,138
Series 2004-C:
Class B4, 4.3% 9/10/36 (i)	98,887		100,123
Class B5, 4.7% 9/10/36 (i)	98,887		100,000
Class B6, 5.1% 9/10/36 (i)	98,887		100,370
Sequoia Mortgage Funding Trust Series 2003-A Class AX1, 0.8% 10/21/08 (e)(l)	3,273,870		24,731
Sequoia Mortgage Trust floater Series 2005-2 Class A2, 3.36% 3/20/35 (i)	549,984		549,984
Collateralized Mortgage Obligations - continued
	Principal Amount		Value (Note 1)
Private Sponsor - continued
Structured Adjustable Rate Mortgage Loan Trust floater Series 2001-14 Class A1, 3.77% 7/25/35 (i)	$ 1,163,940		$ 1,163,940
Washington Mutual Mortgage Securities Corp. sequential pay:
Series 2003-MS9 Class 2A1, 7.5% 12/25/33	59,087		61,232
Series 2004-RA2 Class 2A, 7% 7/25/33	121,414		124,065
Wells Fargo Mortgage Backed Securities Trust:
Series 2004-T Class A1, 3.4526% 9/25/34 (i)	581,105		578,530
Series 2005-AR10 Class 2A2, 4.111% 6/25/35 (i)	952,333		939,034
Series 2005-AR12 Class 2A6, 4.322% 7/25/35 (i)	906,327		894,687
Series 2005-AR9 Class 2A1, 4.3621% 5/25/35 (i)	395,715		392,917
TOTAL PRIVATE SPONSOR			14,350,488
U.S. Government Agency - 0.3%
Fannie Mae guaranteed REMIC pass thru certificates planned amortization class Series 2004-81 Class KD, 4.5% 4/25/17	1,050,000		1,036,840
Freddie Mac Multi-class participation certificates guaranteed sequential pay Series 2750 Class ZT, 5% 2/15/34	391,734		359,862
Ginnie Mae guaranteed Multi-family pass thru securities sequential pay Series 2002-35 Class C, 5.8918% 10/16/23 (i)	25,000		25,921
Ginnie Mae guaranteed REMIC pass thru securities planned amortization class Series 2003-75 Class LI, 5.5% 10/20/21 (l)	503,202		230
TOTAL U.S. GOVERNMENT AGENCY			1,422,853
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $15,858,005)		15,773,341
Commercial Mortgage Securities - 2.5%

Banc of America Large Loan, Inc. floater:
Series 2003-BBA2:
Class C, 3.8581% 11/15/15 (e)(i)	50,000		50,183
Class D, 3.9381% 11/15/15 (e)(i)	80,000		80,456
Class F, 4.2881% 11/15/15 (e)(i)	60,000		60,421
Class H, 4.7881% 11/15/15 (e)(i)	50,000		50,297
Class J, 5.3381% 11/15/15 (e)(i)	55,000		55,330
Class K, 5.82% 11/15/15 (e)(i)	50,000		49,684
Commercial Mortgage Securities - continued
	Principal Amount		Value (Note 1)
Banc of America Large Loan, Inc. floater: - continued
Series 2005-BOCA:
Class D, 3.7181% 12/15/16 (e)(i)	$ 110,000		$ 110,055
Class E, 3.8081% 12/15/16 (e)(i)	100,000		100,077
Class F, 3.8881% 12/15/16 (e)(i)	110,000		110,100
Class H, 4.3381% 12/15/16 (e)(i)	120,000		119,816
Class K, 4.7381% 12/15/16 (e)(i)	105,000		104,868
Bayview Commercial Asset Trust:
floater:
Series 2004-1 Class A, 3.82% 4/25/34 (e)(i)	332,648		333,233
Series 2004-2 Class A, 3.89% 8/25/34 (e)(i)	357,944		359,705
Series 2004-3:
Class A1, 3.83% 1/25/35 (e)(i)	333,894		335,063
Class A2, 3.88% 1/25/35 (e)(i)	47,699		47,867
Class M1, 3.96% 1/25/35 (e)(i)	47,699		47,764
Class M2, 4.46% 1/25/35 (e)(i)	47,699		47,983
Series 2004-1 Class IO, 1.25% 4/25/34 (e)(l)	3,635,356		213,130
Bear Stearns Commercial Mortgage Securities, Inc.:
sequential pay Series 2004-ESA Class A3, 4.741% 5/14/16 (e)	180,000		180,489
Series 2004-ESA:
Class B, 4.888% 5/14/16 (e)	325,000		327,429
Class C, 4.937% 5/14/16 (e)	205,000		206,951
Class D, 4.986% 5/14/16 (e)	75,000		75,483
Class E, 5.064% 5/14/16 (e)	230,000		231,631
Class F, 5.182% 5/14/16 (e)	55,000		55,483
COMM floater Series 2002-FL7 Class D, 3.9581% 11/15/14 (e)(i)	125,000		125,054
Commercial Mortgage pass thru certificates floater Series 2004-CNL:
Class B, 3.7881% 9/15/14 (e)(i)	105,000		105,042
Class D, 4.0281% 9/15/14 (e)(i)	30,000		30,009
Class E, 4.0881% 9/15/14 (e)(i)	45,000		45,033
Class F, 4.1881% 9/15/14 (e)(i)	35,000		35,020
Class G, 4.3681% 9/15/14 (e)(i)	80,000		80,032
Class H, 4.4681% 9/15/14 (e)(i)	85,000		85,034
Class J, 4.9881% 9/15/14 (e)(i)	30,000		30,095
Class K, 5.3881% 9/15/14 (e)(i)	45,000		45,093
Class L, 5.5881% 9/15/14 (e)(i)	35,000		34,983
CS First Boston Mortgage Securities Corp.:
sequential pay:
Series 1997-C2 Class A2, 6.52% 1/17/35	30,736		30,982
Series 2004-C1 Class A4, 4.75% 1/15/37	695,000		686,789
Commercial Mortgage Securities - continued
	Principal Amount		Value (Note 1)
CS First Boston Mortgage Securities Corp.: - continued
Series 2003-TFLA Class G, 3.7357% 4/15/13 (e)(i)	$ 22,400		$ 22,331
Fannie Mae sequential pay Series 1999-10 Class MZ, 6.5% 9/17/38	757,908		818,204
Ginnie Mae guaranteed REMIC pass thru securities:
sequential pay:
Series 2003-22 Class B, 3.963% 5/16/32	60,000		57,909
Series 2003-36 Class C, 4.254% 2/16/31	55,000		53,609
Series 2003-47 Class C, 4.227% 10/16/27	105,000		103,082
Series 2003-59 Class D, 3.654% 10/16/27	115,000		108,543
Series 2003-47 Class XA, 0.1927% 6/16/43 (i)(l)	5,638,415		265,400
GS Mortgage Securities Corp. II sequential pay:
Series 2001-LIBA Class A2, 6.615% 2/14/16 (e)	385,000		420,722
Series 2003-C1 Class A2A, 3.59% 1/10/40	65,000		63,719
Hilton Hotel Pool Trust Series 2000-HLTA Class D, 7.555% 10/3/15 (e)	370,000		403,297
Host Marriot Pool Trust sequential pay Series 1999-HMTA Class D, 7.97% 8/3/15 (e)	110,000		119,163
Leafs CMBS I Ltd./Leafs CMBS I Corp. Series 2002-1A Class C, 4.13% 11/20/37 (e)	200,000		180,420
Morgan Stanley Capital I, Inc. Series 2005-IQ9 Class X2, 1.2036% 7/15/56 (e)(i)(l)	3,920,000		199,369
Mortgage Capital Funding, Inc. sequential pay Series 1998-MC2 Class A2, 6.423% 6/18/30	319,331		332,253
Trizechahn Office Properties Trust Series 2001-TZHA:
Class C3, 6.522% 3/15/13 (e)	25,000		25,720
Class C4, 6.893% 5/15/16 (e)	500,000		547,173
Class E3, 7.253% 3/15/13 (e)	235,000		243,947
Wachovia Bank Commercial Mortgage Trust:
sequential pay Series 2003-C8 Class A3, 4.445% 11/15/35	785,000		773,341
Series 2004-C15:
Class 180A, 5.5782% 10/15/41 (e)(i)	1,000,000		984,198
Class 180B, 5.5782% 10/15/41 (e)(i)	500,000		492,099
TOTAL COMMERCIAL MORTGAGE SECURITIES (Cost $11,297,120)		10,901,163
Foreign Government and Government Agency Obligations - 2.5%

Argentine Republic:
3% 4/30/13 (i)	90,000		73,224
3.01% 8/3/12 (i)	400,000		312,600
Foreign Government and Government Agency Obligations - continued
	Principal Amount		Value (Note 1)
Argentine Republic: - continued
discount 8.28% (with partial capitalization through 12/31/2013) 12/31/33 unit (j)	$ 215,346		$ 208,024
par 1.33% 12/31/38 unit (d)(j)	50,116		17,942
Brazilian Federative Republic:
Brady:
debt conversion bond 4.3125% 4/15/12 (i)	131,766		127,484
par Z-L 6% 4/15/24	265,000		251,088
8% 1/15/18	514,000		521,068
10.5% 7/14/14	125,000		145,250
11% 1/11/12	60,000		70,800
11% 8/17/40	470,000		552,250
12.25% 3/6/30	105,000		137,025
12.75% 1/15/20	75,000		99,675
14.5% 10/15/09	75,000		96,488
Central Bank of Nigeria promissory note 5.092% 1/5/10	113,447		108,728
Chilean Republic 7.125% 1/11/12	1,250,000		1,406,625
Colombian Republic:
10.75% 1/15/13	150,000		179,250
11.75% 2/25/20	80,000		103,600
Dominican Republic:
Brady 3.9425% 8/30/09 (i)	116,248		112,761
4.375% 8/30/24 (i)	250,000		231,250
Ecuador Republic:
8% 8/15/30 (Reg. S) (d)	45,000		38,700
12% 11/15/12 (Reg. S)	45,000		44,213
euro par 5% 2/28/25	15,000		10,875
Indonesian Republic 7.25% 4/20/15 (e)	30,000		30,300
Israeli State 4.625% 6/15/13	20,000		19,363
Korean Republic 4.875% 9/22/14	195,000		193,585
Lebanese Republic:
6.77% 11/30/09 (e)(i)	70,000		70,175
6.77% 11/30/09 (i)	235,000		235,588
Panamanian Republic Brady discount 4.6875% 7/17/26 (i)	25,000		23,375
Peruvian Republic:
7.35% 7/21/25	100,000		99,750
9.125% 2/21/12	75,000		88,688
9.875% 2/6/15	45,000		55,800
Foreign Government and Government Agency Obligations - continued
	Principal Amount		Value (Note 1)
Philippine Republic:
Brady principal collateralized interest reduction bond 6.5% 12/1/17	$ 120,000		$ 119,400
8.375% 2/15/11	360,000		370,350
9% 2/15/13	100,000		105,000
9.875% 1/15/19	90,000		96,863
10.625% 3/16/25	95,000		105,213
Republic of Serbia 3.75% 11/1/24 (d)(e)	50,000		43,063
Russian Federation:
5% 3/31/30 (Reg. S) (d)	762,000		845,344
11% 7/24/18 (Reg. S)	35,000		51,888
12.75% 6/24/28 (Reg. S)	120,000		215,850
euro 10% 6/26/07	60,000		65,550
Turkish Republic:
11% 1/14/13	230,000		290,375
11.5% 1/23/12	25,000		31,688
11.75% 6/15/10	305,000		378,200
11.875% 1/15/30	100,000		142,500
Ukraine Government:
6.365% 8/5/09 (i)	200,000		216,800
7.65% 6/11/13 (Reg. S)	100,000		110,000
United Mexican States:
4.625% 10/8/08	70,000		69,615
5.875% 1/15/14	85,000		86,998
6.75% 9/27/34	170,000		179,180
7.5% 1/14/12	100,000		111,700
Uruguay Republic 7.25% 2/15/11	60,000		61,200
Venezuelan Republic:
Discount A, 4.25% 3/31/20 (i)	250,000		246,875
4.64% 4/20/11 (i)	80,000		74,200
5.375% 8/7/10	105,000		98,490
9.25% 9/15/27	90,000		93,825
10.75% 9/19/13	240,000		279,120
13.625% 8/15/18	93,000		125,085
euro Brady par W-B 6.75% 3/31/20	250,000		250,000
Vietnamese Socialist Republic Brady par 3.75% 3/12/28 (d)	90,000		67,275
TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $9,844,940)		10,597,191
Common Stocks - 0.0%
	Shares		Value (Note 1)
CONSUMER STAPLES - 0.0%
Personal Products - 0.0%
Revlon, Inc. Class A (sub. vtg.) (a)	18,648		$ 69,744
TOTAL COMMON STOCKS (Cost $36,503)		69,744
Sovereign Loan Participations - 0.0%
	Principal Amount
Indonesian Republic loan participation:
- Credit Suisse First Boston 4.375% 3/28/13 (i)	$ 117,509		109,871
- Deutsche Bank 4.375% 3/28/13 (i)	13,831		12,932
TOTAL SOVEREIGN LOAN PARTICIPATIONS (Cost $113,638)		122,803
Fixed-Income Funds - 12.5%
	Shares
Fidelity Ultra-Short Central Fund (k) (Cost $53,999,944)	542,844		54,002,121
Cash Equivalents - 6.9%
	Maturity Amount
Investments in repurchase agreements (Collateralized by U.S. Government Obligations, in a joint trading account at 3.32%, dated 7/29/05 due 8/1/05) (Cost $29,592,000)	$ 29,600,176		29,592,000
TOTAL INVESTMENT PORTFOLIO - 108.7% (Cost $468,907,002)			469,355,908
NET OTHER ASSETS - (8.7)%			(37,597,242)
NET ASSETS - 100%		$ 431,758,666

Swap Agreements
	Expiration Date	Notional Amount	Value
Credit Default Swap
Receive quarterly a fixed rate of .4% multiplied by the notional amount and pay to Merrill Lynch, Inc., upon each default event of one of the issues of Dow Jones CDX N.A. Investment Grade 4, par value of the proportional notional amount (h)	June 2010	$ 4,500,000	$ (18,576)
Receive quarterly a fixed rate of .5% multiplied by the notional amount and pay to Merrill Lynch, Inc., upon each default event of one of the issues of Dow Jones CDX N.A. Investment Grade 3, par value of the proportional notional amount (g)	March 2010	1,250,000	951
Receive quarterly a fixed rate of .65% multiplied by the notional amount and pay to Merrill Lynch, Inc., upon each default event of one of the issues of Dow Jones CDX N.A. Investment Grade 4, par value of the proportional notional amount (h)	June 2015	12,500,000	(85,880)
Receive quarterly a fixed rate of .7% multiplied by the notional amount and pay to Deutsche Bank, upon each default event of one of the issues of Dow Jones CDX N.A. Investment Grade 3, par value of the proportional notional amount (g)	March 2015	1,250,000	(2,759)
Receive quarterly notional amount multiplied by .35% and pay Goldman Sachs upon default event of Southern California Edison Co., par value of the notional amount of Southern California Edison Co. 7.625% 1/15/10	Sept. 2010	400,000	(157)
Receive quarterly notional amount multiplied by .42% and pay Morgan Stanley, Inc. upon default event of Sempra Energy, par value of the notional amount of Sempra Energy 6% 2/1/13	Sept. 2010	600,000	98
Receive quarterly notional amount multiplied by .48% and pay JPMorgan Chase, Inc. upon default event of Fannie Mae, par value of the notional amount of Fannie Mae 4.625% 5/1/13	June 2010	1,000,000	9,039
TOTAL CREDIT DEFAULT SWAP		21,500,000	(97,284)
Swap Agreements - continued
	Expiration Date	Notional Amount	Value
Interest Rate Swap
Receive quarterly a fixed rate equal to 4.3875% and pay quarterly a floating rate based on 3-month LIBOR with Credit Suisse First Boston	March 2010	$ 1,250,000	$ (4,655)
Receive quarterly a fixed rate equal to 4.774% and pay quarterly a floating rate based on 3-month LIBOR with Credit Suisse First Boston	March 2015	1,250,000	11,777
Receive quarterly a fixed rate equal to 4.898% and pay quarterly a floating rate based on 3-month LIBOR with Lehman Brothers, Inc.	July 2014	1,135,000	19,725
TOTAL INTEREST RATE SWAP		3,635,000	26,847
Total Return Swap
Receive monthly a return equal to Banc of America Securities LLC AAA 10 Yr Commercial Mortgage Backed Securities Daily Index and pay monthly a floating rate based on 1-month LIBOR minus 40 basis points with Bank of America	March 2006	1,000,000	(16,398)
Receive monthly a return equal to Lehman Brothers CMBS AAA 8.5+ Index and pay monthly a floating rate based on 1-month LIBOR minus 20 basis points with Citibank	Oct. 2005	1,000,000	(24,809)
Receive monthly a return equal to Lehman Brothers CMBS U.S. Aggregate Index and pay monthly a floating rate based on 1-month LIBOR minus 10 basis points with Citibank	Oct. 2005	355,000	(5,703)
Receive monthly a return equal to Lehman Brothers CMBS U.S. Aggregate Index and pay monthly a floating rate based on 1-month LIBOR minus 20 basis points with Lehman Brothers, Inc.	March 2006	145,000	(2,279)
Receive monthly a return equal to Lehman Brothers Commercial Mortgage Backed Securities AAA Daily Index and pay monthly a floating rate based on 1-month LIBOR minus 25 basis points with Bank of America	Dec. 2005	600,000	(9,628)
Swap Agreements - continued
	Expiration Date	Notional Amount	Value
Total Return Swap - continued
Receive monthly a return equal to Banc of America Securities LLC AAA 10yr Commercial Mortgage Backed Securities Daily Index and pay monthly a floating rate based on 1-month LIBOR minus 20 basis points with Bank of America	July 2006	$ 1,000,000	$ (8,117)
Receive quarterly a return equal to Banc of America Securities LLC AAA 10 Yr Commercial Mortgage Backed Securities Daily Index and pay quarterly a floating rate based on 3-month LIBOR minus 40 basis points with Bank of America	Nov. 2005	2,000,000	(7,836)
TOTAL TOTAL RETURN SWAP		6,100,000	(74,770)
		$ 31,235,000	$ (145,207)

Legend

(a) Non-income producing

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

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

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

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $28,129,389 or 6.5% of net assets.

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

(g) Dow Jones CDX N.A. Investment Grade 3 is a tradable index of credit default swaps on investment grade debt of U.S. companies.

(h) Dow Jones CDX N.A. Investment Grade 4 is a tradable index of credit default swaps on investment grade debt of U.S. companies.

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

(j) Includes attached Argentine Republic Gross Domestic Product-Linked Securities, expiring 12/15/35.

(k) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. A complete listing of the fixed-income central fund's holdings is provided at the end of this report.

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

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	July 31, 2005

Assets
Investment in securities, at value (including repurchase agreements of $29,592,000) (cost $468,907,002) - See accompanying schedule		$ 469,355,908
Cash		764
Receivable for investments sold		960,923
Receivable for fund shares sold		1,454,556
Interest receivable		3,810,371
Other receivables		58,931
Total assets		475,641,453

Liabilities
Payable for investments purchased Regular delivery	$ 1,339,322
Delayed delivery	41,984,448
Payable for fund shares redeemed	121,900
Distributions payable	60,328
Swap agreements, at value	145,207
Accrued management fee	115,609
Distribution fees payable	3,606
Other affiliated payables	75,644
Other payables and accrued expenses	36,723
Total liabilities		43,882,787

Net Assets		$ 431,758,666
Net Assets consist of:
Paid in capital		$ 428,201,146
Undistributed net investment income		539,146
Accumulated undistributed net realized gain (loss) on investments		2,397,425
Net unrealized appreciation (depreciation) on investments		620,949
Net Assets		$ 431,758,666

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

Annual Report

Statement of Assets and Liabilities - continued

	July 31, 2005

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($2,974,166 ÷ 281,429 shares)		$ 10.57

Maximum offering price per share (100/95.25 of $10.57)		$ 11.10
Class T: Net Asset Value and redemption price per share ($5,738,901 ÷ 543,558 shares)		$ 10.56

Maximum offering price per share (100/96.50 of $10.56)		$ 10.94
Class B: Net Asset Value and offering price per share ($2,029,025 ÷ 191,971 shares)^A		$ 10.57

Class C: Net Asset Value and offering price per share ($677,191 ÷ 64,087 shares)^A		$ 10.57

Total Bond: Net Asset Value, offering price and redemption price per share ($420,225,271 ÷ 39,761,938 shares)		$ 10.57

Institutional Class: Net Asset Value, offering price and redemption price per share ($114,112 ÷ 10,800 shares)		$ 10.57

^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

	Year ended July 31, 2005

Investment Income
Interest		$ 17,207,680

Expenses
Management fee	$ 1,558,348
Transfer agent fees	605,385
Distribution fees	21,368
Accounting fees and expenses	141,817
Fund wide operations fee	18,469
Independent trustees' compensation	1,960
Custodian fees and expenses	10,598
Registration fees	75,839
Audit	44,183
Legal	2,958
Miscellaneous	2,731
Total expenses before reductions	2,483,656
Expense reductions	(119,592)	2,364,064
Net investment income		14,843,616
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities	3,976,436
Swap agreements	452,719
Total net realized gain (loss)		4,429,155
Change in net unrealized appreciation (depreciation) on: Investment securities	1,793,084
Swap agreements	72,263
Total change in net unrealized appreciation (depreciation)		1,865,347
Net gain (loss)		6,294,502
Net increase (decrease) in net assets resulting from operations		$ 21,138,118

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

Annual Report

Statement of Changes in Net Assets

	Year ended July 31, 2005	Year ended July 31, 2004
Increase (Decrease) in Net Assets
Operations
Net investment income	$ 14,843,616	$ 8,771,927
Net realized gain (loss)	4,429,155	937,699
Change in net unrealized appreciation (depreciation)	1,865,347	707,007
Net increase (decrease) in net assets resulting from operations	21,138,118	10,416,633
Distributions to shareholders from net investment income	(14,221,483)	(8,644,971)
Distributions to shareholders from net realized gain	(3,063,178)	(461,703)
Total distributions	(17,284,661)	(9,106,674)
Share transactions - net increase (decrease)	53,654,454	292,125,223
Total increase (decrease) in net assets	57,507,911	293,435,182

Net Assets
Beginning of period	374,250,755	80,815,573
End of period (including undistributed net investment income of $539,146 and undistributed net investment income of $79,241, respectively)	$ 431,758,666	$ 374,250,755

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

Annual Report

Financial Highlights - Class A

Years ended July 31,	2005	2004^F
Selected Per-Share Data
Net asset value, beginning of period	$ 10.46	$ 10.31
Income from Investment Operations
Net investment income^E	.387	.046
Net realized and unrealized gain (loss)	.183	.145
Total from investment operations	.570	.191
Distributions from net investment income	(.370)	(.041)
Distributions from net realized gain	(.090)	-
Total distributions	(.460)	(.041)
Net asset value, end of period	$ 10.57	$ 10.46
Total Return^B,C,D	5.52%	1.85%
Ratios to Average Net Assets^G
Expenses before expense reductions	.96%	.87%^A
Expenses net of voluntary waivers, if any	.80%	.80%^A
Expenses net of all reductions	.80%	.80%^A
Net investment income	3.69%	3.51%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,974	$ 102
Portfolio turnover rate	193%	251%

^A Annualized

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

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

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

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

^F For the period June 16, 2004 (commencement of sale of shares) to July 31, 2004.

^G 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary 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 July 31,	2005	2004^F
Selected Per-Share Data
Net asset value, beginning of period	$ 10.46	$ 10.31
Income from Investment Operations
Net investment income^E	.377	.045
Net realized and unrealized gain (loss)	.173	.144
Total from investment operations	.550	.189
Distributions from net investment income	(.360)	(.039)
Distributions from net realized gain	(.090)	-
Total distributions	(.450)	(.039)
Net asset value, end of period	$ 10.56	$ 10.46
Total Return^B,C,D	5.33%	1.84%
Ratios to Average Net Assets^G
Expenses before expense reductions	1.13%	.96%^A
Expenses net of voluntary waivers, if any	.90%	.90%^A
Expenses net of all reductions	.90%	.90%^A
Net investment income	3.59%	3.41%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 5,739	$ 102
Portfolio turnover rate	193%	251%

^A Annualized

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

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

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

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

^F For the period June 16, 2004 (commencement of sale of shares) to July 31, 2004.

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

Annual Report

Financial Highlights - Class B

Years ended July 31,	2005	2004^F
Selected Per-Share Data
Net asset value, beginning of period	$ 10.46	$ 10.31
Income from Investment Operations
Net investment income^E	.309	.036
Net realized and unrealized gain (loss)	.182	.145
Total from investment operations	.491	.181
Distributions from net investment income	(.291)	(.031)
Distributions from net realized gain	(.090)	-
Total distributions	(.381)	(.031)
Net asset value, end of period	$ 10.57	$ 10.46
Total Return^B,C,D	4.74%	1.76%
Ratios to Average Net Assets^G
Expenses before expense reductions	1.75%	1.62%^A
Expenses net of voluntary waivers, if any	1.55%	1.55%^A
Expenses net of all reductions	1.55%	1.55%^A
Net investment income	2.94%	2.76%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,029	$ 104
Portfolio turnover rate	193%	251%

^A Annualized

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

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

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

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

^F For the period June 16, 2004 (commencement of sale of shares) to July 31, 2004.

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

Annual Report

Financial Highlights - Class C

Years ended July 31,	2005	2004^F
Selected Per-Share Data
Net asset value, beginning of period	$ 10.46	$ 10.31
Income from Investment Operations
Net investment income^E	.299	.035
Net realized and unrealized gain (loss)	.181	.145
Total from investment operations	.480	.180
Distributions from net investment income	(.280)	(.030)
Distributions from net realized gain	(.090)	-
Total distributions	(.370)	(.030)
Net asset value, end of period	$ 10.57	$ 10.46
Total Return^B,C,D	4.63%	1.74%
Ratios to Average Net Assets^G
Expenses before expense reductions	1.74%	1.74%^A
Expenses net of voluntary waivers, if any	1.65%	1.65%^A
Expenses net of all reductions	1.65%	1.65%^A
Net investment income	2.84%	2.66%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 677	$ 142
Portfolio turnover rate	193%	251%

^A Annualized

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

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

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

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

^F For the period June 16, 2004 (commencement of sale of shares) to July 31, 2004.

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

Annual Report

Financial Highlights - Total Bond

Years ended July 31,	2005	2004	2003^E
Selected Per-Share Data
Net asset value, beginning of period	$ 10.46	$ 10.28	$ 10.00
Income from Investment Operations
Net investment income^D	.411	.340	.232
Net realized and unrealized gain (loss)	.182	.237	.269
Total from investment operations	.593	.577	.501
Distributions from net investment income	(.393)	(.337)	(.221)
Distributions from net realized gain	(.090)	(.060)	-
Total distributions	(.483)	(.397)	(.221)
Net asset value, end of period	$ 10.57	$ 10.46	$ 10.28
Total Return^B,C	5.75%	5.68%	5.01%
Ratios to Average Net Assets^F
Expenses before expense reductions	.64%	.75%	1.01%^A
Expenses net of voluntary waivers, if any	.61%	.65%	.65%^A
Expenses net of all reductions	.61%	.65%	.65%^A
Net investment income	3.87%	3.25%	2.83%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 420,225	$ 373,699	$ 80,816
Portfolio turnover rate	193%	251%	423%^A

^A Annualized

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

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

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

^E For the period October 15, 2002 (commencement of operations) to July 31, 2003.

^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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary 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 July 31,	2005	2004^E
Selected Per-Share Data
Net asset value, beginning of period	$ 10.46	$ 10.31
Income from Investment Operations
Net investment income^D	.410	.048
Net realized and unrealized gain (loss)	.182	.145
Total from investment operations	.592	.193
Distributions from net investment income	(.392)	(.043)
Distributions from net realized gain	(.090)	-
Total distributions	(.482)	(.043)
Net asset value, end of period	$ 10.57	$ 10.46
Total Return^B,C	5.74%	1.87%
Ratios to Average Net Assets^F
Expenses before expense reductions	.62%	.71%^A
Expenses net of voluntary waivers, if any	.62%	.65%^A
Expenses net of all reductions	.61%	.65%^A
Net investment income	3.87%	3.66%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 114	$ 102
Portfolio turnover rate	193%	251%

^A Annualized

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

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

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

^E For the period June 16, 2004 (commencement of sale of shares) to July 31, 2004.

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2005

1. Significant Accounting Policies.

Fidelity Total Bond Fund (the fund) is a non-diversified fund of Fidelity Income Fund (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, Total Bond (the original class), 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 may invest in affiliated money market central funds (Money Market Central Funds) and fixed-income Central Investment Portfolios (CIPs), collectively referred to as Central Funds, which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. 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, which are also consistently followed by the Central Funds:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Debt securities, including restricted securities, for which quotations are readily available are valued at their most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities, or securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. Equity securities, including restricted securities, for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by

Annual Report

1. Significant Accounting Policies - continued

Security Valuation - continued

another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies, including Central Funds, are valued at their net asset value each business day.

Investment Transactions and Income. Security transactions, including the fund's investment activity in the Central Funds, are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income, including distributions from the Central Funds, is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. 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.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements.

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. 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

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to short-term capital gains, prior period premium and discount on debt securities, market discount, 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	$ 4,501,366
Unrealized depreciation	(3,549,084)
Net unrealized appreciation (depreciation)	952,282
Undistributed ordinary income	1,565,014
Undistributed long-term capital gain	634,305

Cost for federal income tax purposes	$ 468,403,626

The tax character of distributions paid was as follows:

	July 31, 2005	July 31, 2004
Ordinary Income	$ 16,942,281	$ 9,106,674
Long-term Capital Gains	342,380	-
Total	$ 17,284,661	$ 9,106,674

2. 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. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Annual Report

2. Operating Policies - continued

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

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. Periodic payments received or made by the fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively. 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

2. Operating Policies - continued

Swap Agreements - continued

Total return swaps are agreements to exchange the return generated by one instrument or index for the return generated by another instrument, for example, the agreement to pay interest in exchange for a market-linked return based on a notional amount. To the extent the total return of the index exceeds the offsetting interest obligation, a fund will receive a payment from the counterparty. To the extent it is less, a fund will make a payment to the counterparty. Periodic payments received or made by the fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively.

Credit default swaps involve the exchange of a fixed rate premium for protection against the loss in value of an underlying debt instrument in the event of a defined credit event (such as payment default or bankruptcy). Under the terms of the swap, one party acts as a "guarantor" receiving a periodic payment that is a fixed percentage applied to a notional principal amount. In return the party agrees to purchase the notional amount of the underlying instrument, at par, if a credit event occurs during the term of the swap. The fund may enter into credit default swaps in which either it or its counterparty act as guarantors. By acting as the guarantor of a swap, a fund assumes the market and credit risk of the underlying instrument including liquidity and loss of value. Periodic payments and premiums received or made by the fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively.

Swaps are marked-to-market daily based on dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). 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."

Annual Report

2. Operating Policies - continued

Mortgage Dollar Rolls - continued

enhance the yield and total return. In addition, the difference between the sale price and the future purchase price is recorded as an adjustment to investment income. During the period between the purchase and subsequent sale in a reverse mortgage dollar roll transaction a fund is entitled to interest and principal payments on the securities purchased. The price differential between the purchase and sale is recorded as an adjustment to investment income. Losses may arise due to changes in the value of the securities or if the counterparty does not perform under the terms of the agreement. If the counterparty files for bankruptcy or becomes insolvent, a fund's right to repurchase or sell securities may be limited.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $104,158,635 and $90,216,988, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund's average net assets (effective June 1, 2005, the fund's management contract was amended, reducing the individual fund fee rate to .20% of 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 .41% 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

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

shares of the fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

	Distribution Fee	Service Fee	Paid to FDC	Retained by FDC
Class A	0%	.15%	$ 1,883	$ 146
Class T	0%	.25%	6,580	3,420
Class B	.65%	.25%	8,844	6,641
Class C	.75%	.25%	4,061	2,940
			$ 21,368	$ 13,147

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

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

	Retained by FDC
Class A	$ 2,763
Class T	768
Class B*	2,261
Class C*	40
	$ 5,832

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

Annual Report

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

Under an amended contract effective June 1, 2005, transfer agent fees for the Total Bond class consist of an asset based fee and were reduced to a rate of .10% of average net assets. The account fees were eliminated. For the period the total transfer agent fees paid by each class to FIIOC or FSC, were as follows:

	Amount	% of Average Net Assets
Class A	$ 4,554	.36
Class T	11,173	.43
Class B	3,849	.39
Class C	1,101	.27
Total Bond	584,567	.15
Institutional Class	141	.13
	$ 605,385

Accounting Fees. FSC maintains the fund's accounting records. The fee is based on the level of average net assets for the month. Effective June 1, 2005, FMR pays these fees.

Affiliated Central Funds. The fund may invest in Money Market Central Funds which seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM) an affiliate of FMR.

The fund may also invest in CIPs managed by FIMM. The Ultra-Short Central Fund seeks to obtain a high level of current income consistent with preservation of capital by investing in U.S. dollar-denominated money market and investment grade debt securities and repurchase agreements.

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Affilliated Central Funds - continued

securities. These strategies are consistent with the investment objectives of the fund and may involve certain economic risks, including the risk that a counterparty to one or more of these transactions may be unable or unwilling to comply with the terms of the governing agreement. This may result in a decline in value of the CIP and the fund.

A complete list of holdings for the CIP is available at the end of this report. In addition, a copy of the CIP's financial statements is available on the EDGAR Database on the SEC's website www.sec.gov, or at the Commission's public reference room in Washington, DC.

The Central Funds do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $1,272,185 for the period.

5. 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. During the period, there were no borrowings on this line of credit.

6. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, are excluded from this reimbursement.

The following classes were in reimbursement during the period:

	Expense Limitations	Reimbursement from adviser

Class A	.80%	$ 2,017
Class T	.90%	5,981
Class B	1.55%	1,959
Class C	1.65%	357
Total Bond	.65%*	102,259
Institutional Class	.65%	-
		$ 112,573

* Effective June 1, 2005 the expense limitation was eliminated for Total Bond.

Annual Report

6. Expense Reductions - continued

In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $7,019.

7. 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.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Years ended July 31,
	2005	2004^A
From net investment income
Class A	$ 44,038	$ 394
Class T	89,638	382
Class B	27,061	301
Class C	10,692	386
Total Bond	14,046,106	8,643,095
Institutional Class	3,948	413
Total	$ 14,221,483	$ 8,644,971
From net realized gain
Class A	$ 1,823	$ -
Class T	2,706	-
Class B	2,453	-
Class C	2,151	-
Total Bond	3,053,158	461,703
Institutional Class	887	-
Total	$ 3,063,178	$ 461,703

^ADistributions for Class A, Class T, Class B, Class C, and Institutional Class are for the period June 16, 2004 (commencement of sale of shares) to
July 31, 2004.

Annual Report

Notes to Financial Statements - continued

9. Share Transactions.

Transactions for each class of shares were as follows:

	Shares Years ended July 31,		Dollars Years ended July 31,
	2005	2004^A	2005	2004^A
Class A
Shares sold	284,201	9,699	$ 3,006,382	$ 100,000
Reinvestment of distributions	4,224	38	44,746	394
Shares redeemed	(16,733)	-	(177,183)	-
Net increase (decrease)	271,692	9,737	$ 2,873,945	$ 100,394
Class T
Shares sold	640,420	9,699	$ 6,767,881	$ 100,000
Reinvestment of distributions	8,561	37	90,624	382
Shares redeemed	(115,159)	-	(1,215,824)	-
Net increase (decrease)	533,822	9,736	$ 5,642,681	$ 100,382
Class B
Shares sold	198,926	9,950	$ 2,105,652	$ 102,625
Reinvestment of distributions	2,416	29	25,606	301
Shares redeemed	(19,350)	-	(204,667)	-
Net increase (decrease)	181,992	9,979	$ 1,926,591	$ 102,926
Class C
Shares sold	64,313	13,566	$ 682,289	$ 140,062
Reinvestment of distributions	1,008	37	10,695	386
Shares redeemed	(14,837)	-	(156,875)	-
Net increase (decrease)	50,484	13,603	$ 536,109	$ 140,448
Total Bond
Shares sold	15,519,844	34,227,901	$ 164,657,854	$ 358,024,636
Reinvestment of distributions	1,546,242	845,761	16,406,907	8,865,286
Shares redeemed	(13,038,155)	(7,201,869)	(138,400,918)	(75,309,262)
Net increase (decrease)	4,027,931	27,871,793	$ 42,663,843	$ 291,580,660
Institutional Class
Shares sold	615	9,699	$ 6,559	$ 100,000
Reinvestment of distributions	453	40	4,801	413
Shares redeemed	(7)	-	(75)	-
Net increase (decrease)	1,061	9,739	$ 11,285	$ 100,413

^A Share transactions for Class A, Class T, Class B, Class C, and Institutional Class are for the period June 16, 2004 (commencement of sale of shares) to July 31, 2004.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Income Fund and the Shareholders of Fidelity Total Bond Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Total Bond Fund (a fund of Fidelity Income Fund) at July 31, 2005 and the results of their operations, the changes in their net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Total Bond Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2005 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 13, 2005

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 William O. McCoy, Stephen P. Jonas, and Kenneth L. Wolfe, each of the Trustees oversees 320 funds advised by FMR or an affiliate. Mr. McCoy oversees 322 funds advised by FMR or an affiliate. Mr. Jonas and Mr. Wolfe oversee 311 funds advised by FMR or an affiliate.

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

Interested Trustees*:

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

Name, Age; Principal Occupation
Edward C. Johnson 3d (75)**
	Year of Election or Appointment: 1984 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR Corp.; a Director and Chairman of the Board and of the Executive Committee of FMR; Chairman and a Director of Fidelity Management & Research (Far East) Inc.; Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director (2000-present) of FMR Co., Inc.
Abigail P. Johnson (43)**
	Year of Election or Appointment: 2001 Ms. Johnson serves as President of Fidelity Employer Services Company (FESCO) (2005-present). She is President and a Director of Fidelity Investments Money Management, Inc. (2001-present), FMR Co., Inc. (2001-present), and a Director of FMR Corp. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds.
Stephen P. Jonas (52)
	Year of Election or Appointment: 2005 Mr. Jonas is Senior Vice President of Total Bond (2005-present). He also serves as Senior Vice President of other Fidelity funds (2005-present). Mr. Jonas is Executive Director of FMR (2005-present). Previously, Mr. Jonas served as President of Fidelity Enterprise Operations and Risk Services (2004-2005), Chief Administrative Officer (2002-2004), and Chief Financial Officer of FMR Co. (1998-2000). Mr. Jonas has been with Fidelity Investments since 1987 and has held various financial and management positions including Chief Financial Officer of FMR. In addition, he serves on the Boards of Boston Ballet (2003-present) and Simmons College (2003-present).
Robert L. Reynolds (53)
	Year of Election or Appointment: 2003 Mr. Reynolds is a Director (2003-present) and Chief Operating Officer (2002-present) of FMR Corp. He also serves on the Board at Fidelity Investments Canada, Ltd. (2000-present). Previously, Mr. Reynolds served as President of Fidelity Investments Institutional Retirement Group (1996-2000).

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

** Edward C. Johnson 3d, Trustee, is Abigail P. Johnson's father.

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupation
Dennis J. Dirks (57)
	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 of Manhattan College (2005-present).
Robert M. Gates (61)
	Year of Election or Appointment: 1997 Dr. Gates is Vice Chairman of the Independent Trustees (2005-present). Dr. Gates is President of Texas A&M University (2002-present). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001-present), and Brinker International (restaurant management, 2003-present). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Dr. Gates also is a Trustee of the Forum for International Policy.
George H. Heilmeier (69)
	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) (2000-present). 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 display.
Marie L. Knowles (58)
	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 (61)
	Year of Election or Appointment: 2000 Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Italtel Holding S.p.A. (telecommunications (Milan, Italy), 2004-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.
Marvin L. Mann (72)
	Year of Election or Appointment: 1993 Mr. Mann is Chairman of the Independent Trustees (2001-present). He is Chairman Emeritus of Lexmark International, Inc. (computer peripherals), where he served as CEO until April 1998, retired as Chairman May 1999, and remains a member of the Board. Prior to 1991, he held the positions of Vice President of International Business Machines Corporation (IBM) and President and General Manager of various IBM divisions and subsidiaries. He is a member of the Executive Committee of the Independent Director's Council of the Investment Company Institute. In addition, Mr. Mann is a member of the President's Cabinet at the University of Alabama and the Board of Visitors of the Culverhouse College of Commerce and Business Administration at the University of Alabama.
William O. McCoy (71)
	Year of Election or Appointment: 1997 Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty Corporation (real estate), and Progress Energy, Inc. (electric utility). He is also a partner of Franklin Street Partners (private investment management firm) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system).
Cornelia M. Small (61)
	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 (1997-1998). 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 (66)
	Year of Election or Appointment: 2001 Mr. Stavropoulos is Chairman of the Board (2000-present) and a Member 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), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). 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 (66)
	Year of Election or Appointment: 2005 Mr. Wolfe also serves as a Trustee (2005-present) or Member of the Advisory Board (2004-present) of other investment companies advised by FMR. Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Annual Report

Advisory Board Members and Executive Officers:

Name, Age; Principal Occupation
Albert R. Gamper, Jr. (63)
	Year of Election or Appointment: 2005 Member of the Advisory Board of Fidelity Income Fund. 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 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.
Peter S. Lynch (61)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity Income Fund. Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director (2000-present) 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, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.
David L. Murphy (57)
	Year of Election or Appointment: 2005 Vice President of Total Bond. Mr. Murphy also serves as Vice President of Fidelity's Money Market Funds (2002-present), certain Asset Allocation Funds (2003-present), Fidelity's Investment Grade-Bond Funds (2005-present), and Fidelity's Balanced Funds (2005-present). He serves as Senior Vice President (2000-present) and Head (2004-present) of the Fidelity Investments Fixed Income Division. Mr. Murphy is also a Senior Vice President of FIMM (2003-present) and a Vice President of FMR (2000-present). Previously, Mr. Murphy served as Money Market Group Leader (2002-2004), Bond Group Leader (2000-2002), and Vice President of Fidelity's Taxable Bond Funds (2000-2002) and Fidelity's Municipal Bond Funds (2001-2002). Mr. Murphy joined Fidelity Investments in 1989 as a portfolio manager in the Bond Group.
Thomas J. Silvia (44)
	Year of Election or Appointment: 2005 Vice President of Total Bond. Mr. Silvia also serves as Vice President of Fidelity's Bond Funds (2005-present) and Senior Vice President and Bond Group Leader of the Fidelity Investments Fixed-Income Division (2005-present). Previously, Mr. Silvia served as Director of Fidelity's Taxable Bond portfolio managers (2002-2004) and a portfolio manager in the Bond Group (1997-2004).
Walter C. Donovan (43)
	Year of Election or Appointment: 2005 Vice President of Total Bond. Mr. Donovan also serves as Vice President of Fidelity's High Income Funds (2005-present), Fidelity's Fixed-Income Funds (2005-present), certain Asset Allocation Funds (2005-present), and certain Balanced Funds (2005-present). Mr. Donovan also serves as Executive Vice President of FMR (2005-present) and FMRC (2005-present). Previously, Mr. Donovan served as Vice President and Director of Fidelity's International Equity Trading group (1998-2005).
Ford O'Neil (43)
	Year of Election or Appointment: 2005 Vice President Total Bond. Mr. O'Neil also serves as Vice President of other funds advised by FMR.
Eric D. Roiter (56)
	Year of Election or Appointment: 2002 Secretary of Total Bond. 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 Management & Research (Far East) Inc. (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).
Stuart Fross (45)
	Year of Election or Appointment: 2003 Assistant Secretary of Total Bond. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.
Christine Reynolds (46)
	Year of Election or Appointment: 2004 President, Treasurer, and Anti-Money Laundering (AML) officer of Total Bond. Ms. Reynolds also serves as President, Treasurer, and AML officer of other Fidelity funds (2004) and is a Vice President (2003) and an employee (2002) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.
Timothy F. Hayes (54)
	Year of Election or Appointment: 2002 Chief Financial Officer of Total Bond. Mr. Hayes also serves as Chief Financial Officer of other Fidelity funds (2002-present) and President of Fidelity Investment Operations (2005-present) which includes Fidelity Pricing and Cash Management Services Group (FPCMS), where he served as President (1998-2005). Mr. Hayes serves as President of Fidelity Service Company (2003-present) where he also serves as a Director. Mr. Hayes also served as President of Fidelity Investments Operations Group (FIOG, 2002-2005).
Kenneth A. Rathgeber (58)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Total Bond. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004) and Executive Vice President of Risk Oversight for Fidelity Investments (2002). Previously, he served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).
John R. Hebble (47)
	Year of Election or Appointment: 2003 Deputy Treasurer of Total Bond. Mr. Hebble also serves as Deputy Treasurer of other Fidelity funds (2003), and is an employee of FMR. Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds (1998-2003).
Bryan A. Mehrmann (44)
	Year of Election or Appointment: 2005 Deputy Treasurer of Total Bond. 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).
Kimberley H. Monasterio (41)
	Year of Election or Appointment: 2004 Deputy Treasurer of Total Bond. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). 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).
Kenneth B. Robins (35)
	Year of Election or Appointment: 2005 Deputy Treasurer of Total Bond. 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 (38)
	Year of Election or Appointment: 2005 Assistant Treasurer of Total Bond. 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).
John H. Costello (58)
	Year of Election or Appointment: 2002 Assistant Treasurer of Total Bond. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.
Peter L. Lydecker (51)
	Year of Election or Appointment: 2004 Assistant Treasurer of Total Bond. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.
Mark Osterheld (50)
	Year of Election or Appointment: 2002 Assistant Treasurer of Total Bond. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.
Gary W. Ryan (46)
	Year of Election or Appointment: 2005 Assistant Treasurer of Total Bond. 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).
Salvatore Schiavone (39)
	Year of Election or Appointment: 2005 Assistant Treasurer of Total Bond. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

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

	Pay Date	Record Date	Capital Gains
Total Bond	9/12/05	9/9/05	$.04

The fund hereby designates as capital gain dividends: For dividends with respect to the taxable year ended July 31, 2005, $807,027, or, if subsequently determined to be different, the net capital gain of such year, and for dividends with respect to the taxable year ended July 31, 2004, $169,658, or, if subsequently determined to be different, the excess of: (a) the net capital gain of such year, over (b) amounts previously designated as capital gain dividends with respect to such year.

A total of 15.99% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund will notify shareholders in January 2006 of amounts for use in preparing 2005 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Total Bond Fund

Each year, typically in June, the Board of Trustees, including the independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and independent Trustees' counsel, requests and considers a broad range of information throughout the year.

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders by Fidelity. At the time of the renewal, the Board had 11 standing committees, each composed of independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Fixed-Income Contract Committee, meets periodically during the first six months of each year and as necessary to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its June 2005 meeting, the Board of Trustees, including the independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. In reaching its determination, the Board considered all factors it believed relevant, including (1) the nature, extent, and quality of the services to be provided to the fund and its shareholders by Fidelity (including the investment performance of the fund); (2) the competitiveness of the management fee and total expenses of the fund; (3) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the relationship with the fund; (4) the extent to which economies of scale would be realized as the fund grows; and (5) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In determining whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and independent Trustees' counsel, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. In addition to evaluating the specific factors noted above, the Board, in reaching its determination, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Nature, Extent, and Quality of Services Provided by Fidelity. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the background of the fund's portfolio manager and the fund's investment objective and discipline. The independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives.

Shareholder and Administrative Services. The Board considered the nature, extent, quality, and cost of administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund. The Board also considered the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians. The Board reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers. The Board also considered the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying an additional sales charge. The Board noted that, since the last Advisory Contract renewals in June 2004, Fidelity has taken a number of actions that benefited particular funds, including (i) voluntarily deciding in 2004 to stop using "soft" commission dollars to pay for market data and, instead, to pay for that data out of its own resources, (ii) contractually agreeing to impose management fee reductions and expense limitations on its five Spartan stock index funds and its stock index fund available through variable insurance products, (iii) contractually agreeing to eliminate the management fees on the Fidelity Freedom Funds and the Fidelity Advisor Freedom Funds, (iv) contractually agreeing to reduce the management fees on most of its investment-grade taxable bond funds, and (v) contractually agreeing to impose expense limitations on its retail and Spartan investment-grade taxable bond funds.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board. Because the fund had been in existence less than three calendar years, the following chart considered by the Board shows, for the one-year period ended December 31, 2004, the return of the retail class of the fund, the return of a broad-based securities market index ("benchmark"), and a range of returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The return of the retail class represents the performance of a class with the lowest 12b-1 fee (not necessarily with the lowest total expenses). (The Advisor classes of the fund, which have higher 12b-1 fees, had less than one year of performance as of December 31, 2004.) The box within the chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper peer group. The percentage beaten number noted below the chart corresponds to the percentile box and represents the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the retail class.

Annual Report

The Board noted that the relative investment performance of the retail class of the fund compared favorably to its Lipper peer group for the one-year period. The Board also noted that the relative investment performance of the retail class of the fund compared favorably to its benchmark for the one-year period.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance, the Board concluded that the nature, extent, and quality of the services provided by Fidelity will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

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

The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 22% would mean that 78% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile ("quadrant") in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2004.

Furthermore, the Board considered that, on May 19, 2005, after the periods shown in the chart above, it had approved an amendment (effective June 1, 2005) to the fund's management contract that lowered the fund's individual fund fee rate from 30 basis points to 20 basis points. The Board considered that, if the lower individual fund fee rate had been in effect in 2004, it would have reduced the fund's management fee rate from 43 basis points to 33 basis points.

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

Annual Report

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

The Board noted that each class's total expenses ranked below its competitive median for 2004. The Board considered that if the lower individual fund fee rate had been in effect in 2004, it would have reduced each class's total expenses by 10 basis points.

The Board also considered that on May 19, 2005, it had approved changes (effective June 1, 2005) in the contractual arrangements for the fund that (i) have the effect of setting the total "fund-level" expenses (including, among certain other expenses, the management fee) for each class at 35 basis points, (ii) lower and limit the "class-level" transfer agent fee for Fidelity Total Bond Fund (retail class) to 10 basis points, and (iii) limit the total expenses for Fidelity Total Bond Fund (retail class) to 45 basis points. These new contractual arrangements may not be increased without Board approval. The fund's Advisor classes continue to be subject to different class-level expenses (transfer agent fees and 12b-1 fees).

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower fee rates as total fund assets under FMR's management increase, and for higher fee rates as total fund assets under FMR's management decrease. The Board noted that because the new contractual arrangements set the total fund-level expenses for each class at 35 basis points, increases or decreases in the management fee due to changes in the group fee rate will not impact total expenses. However, the Board realized that the 35 basis point fee rate was below the lowest management fee available under the old contractual arrangements. The maximum benefit that a decrease in the group fee rate could provide the fund would be a reduction in the management fee to approximately 39 basis points (compared to total fund-level expenses of 35 basis points under the new contractual arrangements).

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business. In addition, a special committee of the Board reviewed services provided to Fidelity by its affiliates and determined that the fees that Fidelity paid for such services were reasonable.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions, including (Advisor classes only) reductions that occur through operation of the transfer agent agreement. The transfer agent fee varies in part based on the number of accounts in the fund. If the number of accounts decreases or the average account size increases, the overall transfer agent fee rate decreases. The Board also noted that the reduction in the fund's management fee rate from 43 basis points to 33 basis points and the reduction in each class's total expenses by 10 basis points would deliver significant economies to fund shareholders. The Board concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Annual Report

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

Annual Report

The following is a complete listing of investments for Fidelity's
fixed-income central fund as of July 31, 2005 which
is a direct or indirect investment of Fidelity Total Bond Fund.
These underlying holdings of the Fidelity fixed-income central
fund are not included in the Schedule of Investments as
part of the Financial Statements.

Annual Report

Fidelity Ultra-Short Central Fund

Investments July 31, 2005 (Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 3.8%
	Principal Amount		Value
CONSUMER DISCRETIONARY - 1.0%
Auto Components - 0.3%
DaimlerChrysler NA Holding Corp.:
3.8594% 9/10/07 (f)	$ 16,665,000		$ 16,698,830
3.8938% 5/24/06 (f)	4,700,000		4,713,691
			21,412,521
Media - 0.7%
Continental Cablevision, Inc. 8.3% 5/15/06	8,000,000		8,248,640
Cox Communications, Inc. (Reg. S) 3.95% 12/14/07 (f)	12,140,000		12,202,691
Liberty Media Corp. 4.91% 9/17/06 (f)	16,694,000		16,786,986
Univision Communications, Inc. 2.875% 10/15/06	8,505,000		8,315,339
			45,553,656
TOTAL CONSUMER DISCRETIONARY			66,966,177
ENERGY - 0.2%
Oil, Gas & Consumable Fuels - 0.2%
Valero Energy Corp. 7.375% 3/15/06	11,550,000		11,735,435
FINANCIALS - 1.0%
Capital Markets - 0.1%
State Street Capital Trust II 3.7681% 2/15/08 (f)	10,000,000		10,002,260
Commercial Banks - 0.3%
Wells Fargo & Co. 3.4194% 3/10/08 (f)	16,600,000		16,599,452
Consumer Finance - 0.2%
General Motors Acceptance Corp. 4.87% 10/20/05 (f)	14,765,000		14,786,188
Thrifts & Mortgage Finance - 0.4%
Countrywide Financial Corp. 3.71% 4/11/07 (f)	11,025,000		11,032,034
Residential Capital Corp. 4.835% 6/29/07 (c)(f)	14,150,000		14,164,716
			25,196,750
TOTAL FINANCIALS			66,584,650
TELECOMMUNICATION SERVICES - 1.3%
Diversified Telecommunication Services - 1.2%
British Telecommunications PLC 7.875% 12/15/05	18,145,000		18,397,070
France Telecom SA 7.45% 3/1/06 (a)	5,600,000		5,699,484
GTE Corp. 6.36% 4/15/06	9,000,000		9,126,405
SBC Communications, Inc. 4.389% 6/5/06 (c)	15,315,000		15,319,595
Sprint Capital Corp. 4.78% 8/17/06	6,000,000		6,020,550
Telefonica Europe BV 7.35% 9/15/05	4,500,000		4,517,537
Nonconvertible Bonds - continued
	Principal Amount		Value
TELECOMMUNICATION SERVICES - continued
Diversified Telecommunication Services - continued
Telefonos de Mexico SA de CV 4.5% 11/19/08	$ 10,240,000		$ 10,092,268
TELUS Corp. yankee 7.5% 6/1/07	6,500,000		6,835,569
			76,008,478
Wireless Telecommunication Services - 0.1%
AT&T Wireless Services, Inc. 7.35% 3/1/06	5,500,000		5,596,976
TOTAL TELECOMMUNICATION SERVICES			81,605,454
UTILITIES - 0.3%
Electric Utilities - 0.2%
Pinnacle West Energy Corp. 4.0044% 4/1/07 (c)(f)	12,800,000		12,800,794
Gas Utilities - 0.1%
NiSource Finance Corp. 7.625% 11/15/05	9,250,000		9,342,213
TOTAL UTILITIES			22,143,007
TOTAL NONCONVERTIBLE BONDS (Cost $249,397,779)		249,034,723
U.S. Government Agency Obligations - 0.0%

Fannie Mae 0% 9/28/05 (e) (Cost $994,579)	1,000,000		994,635
Asset-Backed Securities - 35.2%

Accredited Mortgage Loan Trust:
Series 2004-2 Class A2, 3.76% 7/25/34 (f)	7,964,683		7,978,722
Series 2004-3 Class 2A4, 3.81% 10/25/34 (f)	10,915,000		10,946,584
Series 2004-4 Class A2D, 3.81% 1/25/35 (f)	3,579,364		3,588,366
Series 2005-1:
Class M1, 3.93% 4/25/35 (f)	11,280,000		11,251,882
Class M2, 4.15% 4/25/35 (f)	5,275,000		5,276,901
ACE Securities Corp.:
Series 2002-HE1 Class M1, 4.11% 6/25/32 (f)	1,308,761		1,318,432
Series 2002-HE2 Class M1, 4.31% 8/25/32 (f)	18,631,213		18,704,611
Series 2003-FM1 Class M2, 5.31% 11/25/32 (f)	3,015,000		3,050,466
Series 2003-HS1:
Class M1, 4.21% 6/25/33 (f)	800,000		803,485
Class M2, 5.21% 6/25/33 (f)	856,000		871,093
Asset-Backed Securities - continued
	Principal Amount		Value
ACE Securities Corp.: - continued
Series 2003-NC1 Class M1, 4.24% 7/25/33 (f)	$ 1,600,000		$ 1,611,660
Series 2004-HE1:
Class M1, 3.96% 2/25/34 (f)	2,193,000		2,193,772
Class M2, 4.56% 2/25/34 (f)	2,475,000		2,476,241
Series 2004-OP1:
Class M1, 3.98% 4/25/34 (f)	4,420,000		4,424,344
Class M2, 4.51% 4/25/34 (f)	6,240,000		6,251,080
Series 2005-HE2:
Class M1, 3.9% 4/25/35 (f)	1,530,000		1,527,965
Class M2, 3.91% 4/25/35 (f)	1,803,000		1,796,836
Class M3, 3.94% 4/25/35 (f)	1,040,000		1,038,647
Class M4, 4.1% 4/25/35 (f)	1,340,000		1,338,268
Series 2005-HE3:
Class A2A, 3.56% 5/25/35 (f)	8,063,511		8,063,822
Class A2B, 3.67% 5/25/35 (f)	4,370,000		4,366,352
Series 2005-SD1 Class A1, 3.86% 11/25/50 (f)	2,563,309		2,566,464
Aesop Funding II LLC Series 2005-1A Class A2, 3.49% 4/20/09 (c)(f)	8,800,000		8,765,680
American Express Credit Account Master Trust:
Series 2002-6 Class B, 3.8381% 3/15/10 (f)	5,000,000		5,030,751
Series 2004-1 Class B, 3.6381% 9/15/11 (f)	5,775,000		5,797,723
Series 2004-C Class C, 3.8881% 2/15/12 (c)(f)	17,323,520		17,374,643
Series 2005-1 Class A, 3.4181% 10/15/12 (f)	15,455,000		15,481,600
AmeriCredit Automobile Receivables Trust:
Series 2002-EM Class A4A, 3.67% 6/8/09	25,000,000		24,899,223
Series 2003-AM:
Class A3B, 3.71% 6/6/07 (f)	685,806		685,879
Class A4B, 3.81% 11/6/09 (f)	12,400,000		12,441,657
Series 2003-BX Class A4B, 3.72% 1/6/10 (f)	3,265,000		3,275,694
Series 2003-CF Class A3, 2.75% 10/9/07	12,249,371		12,210,791
Series 2005-1 Class C, 4.73% 7/6/10	15,500,000		15,451,950
Ameriquest Mortgage Securities, Inc.:
Series 2002-3 Class M1, 4.16% 8/25/32 (f)	5,000,000		5,028,248
Series 2003-1:
Class A2, 3.87% 2/25/33 (f)	465,695		465,917
Class M1, 4.36% 2/25/33 (f)	6,150,000		6,197,846
Series 2003-3:
Class M1, 4.26% 3/25/33 (f)	1,590,000		1,603,481
Class S, 5% 9/25/05 (g)	4,457,447		17,215
Series 2003-6:
Class M1, 4.22% 8/25/33 (f)	7,560,000		7,611,224
Asset-Backed Securities - continued
	Principal Amount		Value
Ameriquest Mortgage Securities, Inc.: - continued
Series 2003-6:
Class M2, 5.31% 5/25/33 (f)	$ 2,750,000		$ 2,808,476
Series 2003-AR1 Class M1, 4.61% 1/25/33 (f)	7,000,000		7,072,631
Series 2004-R2:
Class M1, 3.89% 4/25/34 (f)	1,230,000		1,229,949
Class M2, 3.94% 4/25/34 (f)	950,000		949,960
Class M3, 4.01% 4/25/34 (f)	3,500,000		3,499,854
Class M4, 4.51% 4/25/34 (f)	4,500,000		4,499,807
Series 2004-R9 Class A3, 3.78% 10/25/34 (f)	9,340,000		9,359,871
Series 2005-R1:
Class M1, 3.91% 3/25/35 (f)	5,710,000		5,691,308
Class M2, 3.94% 3/25/35 (f)	1,925,000		1,918,868
Series 2005-R2 Class M1, 3.91% 4/25/35 (f)	12,500,000		12,482,516
Amortizing Residential Collateral Trust:
Series 2002-BC3 Class A, 3.79% 6/25/32 (f)	2,411,175		2,418,495
Series 2002-BC6 Class M1, 4.21% 8/25/32 (f)	24,900,000		25,116,817
Series 2002-BC7:
Class M1, 4.1144% 10/25/32 (f)	10,000,000		10,075,000
Class M2, 4.36% 10/25/32 (f)	5,575,000		5,612,067
Series 2003-BC1 Class M2, 4.56% 1/25/32 (f)	758,836		762,333
ARG Funding Corp.:
Series 2005-1A Class A2, 3.53% 4/20/09 (c)(f)	11,000,000		10,975,938
Series 2005-2A Class A2, 3.54% 5/20/09 (c)(f)	5,200,000		5,190,453
Argent Securities, Inc.:
Series 2003-W3 Class M2, 5.26% 9/25/33 (f)	20,000,000		20,599,990
Series 2003-W7 Class A2, 3.85% 3/1/34 (f)	4,505,856		4,515,756
Series 2004-W5 Class M1, 4.06% 4/25/34 (f)	3,960,000		3,964,768
Series 2004-W7:
Class M1, 4.01% 5/25/34 (f)	4,085,000		4,084,827
Class M2, 4.06% 5/25/34 (f)	3,320,000		3,319,860
Asset Backed Securities Corp. Home Equity Loan Trust:
Series 2003-HE2:
Class A2, 3.7681% 4/15/33 (f)	1,158,706		1,159,186
Class M1, 4.2881% 4/15/33 (f)	11,365,000		11,429,103
Series 2003-HE3:
Class M1, 4.2181% 6/15/33 (f)	2,185,000		2,198,827
Class M2, 5.3881% 6/15/33 (f)	10,000,000		10,182,465
Series 2003-HE4 Class M2, 5.3881% 8/15/33 (f)	5,695,000		5,798,650
Series 2003-HE5 Class A2A, 3.7481% 8/15/33 (f)	1,380,797		1,381,390
Series 2003-HE6 Class M1, 4.11% 11/25/33 (f)	3,475,000		3,490,373
Series 2004-HE2 Class M1, 4.01% 4/25/34 (f)	6,060,000		6,070,769
Series 2004-HE3:
Class M1, 4% 6/25/34 (f)	1,450,000		1,454,353
Asset-Backed Securities - continued
	Principal Amount		Value
Asset Backed Securities Corp. Home Equity Loan Trust: - continued
Series 2004-HE3:
Class M2, 4.58% 6/25/34 (f)	$ 3,350,000		$ 3,386,297
Series 2004-HE6 Class A2, 3.82% 6/25/34 (f)	17,398,791		17,435,568
Series 2005-HE2:
Class M1, 3.91% 3/25/35 (f)	8,250,000		8,235,989
Class M2, 3.96% 3/25/35 (f)	2,065,000		2,065,671
Series 2005-HE6 Class A2B, 3.76% 8/25/35 (d)(f)	10,000,000		10,000,000
Bank One Issuance Trust:
Series 2002-B1 Class B1, 3.7681% 12/15/09 (f)	20,655,000		20,741,067
Series 2002-B2 Class B2, 3.7281% 5/15/08 (f)	15,000,000		15,001,929
Series 2002-B3 Class B, 3.7481% 8/15/08 (f)	14,500,000		14,505,871
Series 2002-C1 Class C1, 4.3481% 12/15/09 (f)	7,980,000		8,065,464
Series 2002-C2 Class C2, 4.3781% 5/15/08 (f)	35,785,000		35,817,626
Bayview Financial Acquisition Trust Series 2004-C Class A1, 3.9013% 5/28/44 (f)	8,416,440		8,415,509
Bayview Financial Asset Trust Series 2000-F Class A, 3.9813% 9/28/43 (f)	9,618,786		9,632,318
Bayview Financial Mortgage Loan Trust Series 2004-A Class A, 3.9313% 2/28/44 (f)	5,760,012		5,771,599
Bear Stearns Asset Backed Securities I:
Series 2005-HE2:
Class M1, 3.96% 2/25/35 (f)	6,655,000		6,639,262
Class M2, 4.21% 2/25/35 (f)	2,430,000		2,432,538
Series 2005-HE5 Class 1A1, 3.4244% 6/25/35 (f)	10,884,395		10,884,395
Capital Auto Receivables Asset Trust:
Series 2002-5 Class B, 2.8% 4/15/08	2,894,887		2,868,235
Series 2003-1 Class B, 3.8581% 6/15/10 (c)(f)	5,781,229		5,797,579
Series 2003-2 Class B, 3.6681% 1/15/09 (f)	2,741,542		2,746,505
Series 2005-1 Class B, 3.7631% 6/15/10 (f)	5,725,000		5,730,367
Capital One Auto Finance Trust:
Series 2003-A Class A4B, 3.6681% 1/15/10 (f)	9,630,000		9,654,568
Series 2004-B Class A4, 3.4981% 8/15/11 (f)	16,300,000		16,303,123
Capital One Master Trust:
Series 1999-3 Class B, 3.8681% 9/15/09 (f)	5,000,000		5,004,082
Series 2001-1 Class B, 3.8981% 12/15/10 (f)	19,500,000		19,638,608
Series 2001-8A Class B, 3.9381% 8/17/09 (f)	9,585,000		9,634,206
Series 2002-4A Class B, 3.8881% 3/15/10 (f)	6,000,000		6,028,221
Capital One Multi-Asset Execution Trust:
Series 2002-B1 Class B1, 4.0681% 7/15/08 (f)	17,705,000		17,711,976
Series 2003-B1 Class B1, 4.5581% 2/17/09 (f)	15,470,000		15,566,773
Capital Trust Ltd. Series 2004-1:
Class A2, 3.88% 7/20/39 (c)(f)	2,968,000		2,968,000
Asset-Backed Securities - continued
	Principal Amount		Value
Capital Trust Ltd. Series 2004-1: - continued
Class B, 4.18% 7/20/39 (c)(f)	$ 1,550,000		$ 1,550,000
Class C, 4.53% 7/20/39 (c)(f)	1,994,000		1,994,000
CDC Mortgage Capital Trust:
Series 2001-HE1 Class M1, 4.49% 1/25/32 (f)	4,244,221		4,254,278
Series 2002-HE2 Class M1, 4.16% 1/25/33 (f)	9,278,431		9,309,123
Series 2002-HE3:
Class M1, 4.56% 3/25/33 (f)	21,339,884		21,627,815
Class M2, 5.71% 3/25/33 (f)	9,968,976		10,143,974
Series 2003-HE1:
Class M1, 4.36% 8/25/33 (f)	1,989,998		1,997,574
Class M2, 5.41% 8/25/33 (f)	4,369,996		4,422,084
Series 2003-HE2 Class A, 3.81% 10/25/33 (f)	1,634,377		1,635,405
Series 2003-HE3:
Class M1, 4.16% 11/25/33 (f)	2,254,989		2,271,960
Class M2, 5.21% 11/25/33 (f)	1,719,992		1,753,552
Series 2004-HE2 Class M2, 4.66% 7/26/34 (f)	2,345,000		2,365,939
Chase Credit Card Owner Trust:
Series 2001-6 Class B, 3.8681% 3/16/09 (f)	1,305,000		1,311,169
Series 2002-6 Class B, 3.7381% 1/15/08 (f)	11,850,000		11,852,472
Series 2004-1 Class B, 3.5881% 5/15/09 (f)	4,105,000		4,104,204
Citibank Credit Card Issuance Trust:
Series 2000-C2 Class C2, 4.2488% 10/15/07 (f)	17,500,000		17,511,349
Series 2001-B2 Class B2, 3.8494% 12/10/08 (f)	11,945,000		11,995,341
Series 2002-B1 Class B1, 3.8% 6/25/09 (f)	9,010,000		9,038,878
Series 2002-C1 Class C1, 4.2185% 2/9/09 (f)	17,500,000		17,686,918
Series 2003-B1 Class B1, 3.66% 3/7/08 (f)	25,000,000		25,022,693
Series 2003-C1 Class C1, 4.65% 4/7/10 (f)	17,785,000		18,152,159
Citigroup Mortgage Loan Trust Series 2003-HE4 Class A, 3.87% 12/25/33 (c)(f)	7,985,107		7,985,935
CNH Wholesale Master Note Trust Series 2005-1:
Class A, 3.43% 6/15/11 (f)	18,000,000		18,000,000
Class B, 3.72% 6/15/11 (f)	2,280,000		2,280,000
Countrywide Home Loans, Inc.:
Series 2002-6 Class AV1, 3.89% 5/25/33 (f)	1,499,863		1,503,470
Series 2003-BC1 Class M2, 5.46% 9/25/32 (f)	11,065,000		11,199,451
Series 2003-SD3 Class A1, 3.88% 12/25/32 (c)(f)	927,188		931,926
Series 2004-2 Class M1, 3.96% 5/25/34 (f)	5,200,000		5,206,719
Series 2004-3:
Class 3A4, 3.71% 8/25/34 (f)	530,752		528,596
Class M1, 3.96% 6/25/34 (f)	1,475,000		1,476,356
Series 2004-4:
Class A, 3.83% 8/25/34 (f)	2,524,088		2,526,278
Asset-Backed Securities - continued
	Principal Amount		Value
Countrywide Home Loans, Inc.: - continued
Series 2004-4:
Class M1, 3.94% 7/25/34 (f)	$ 3,650,000		$ 3,653,189
Class M2, 3.99% 6/25/34 (f)	4,395,000		4,398,536
Series 2005-1:
Class 1AV2, 3.66% 7/25/35 (f)	8,780,000		8,775,114
Class M1, 3.88% 8/25/35 (f)	19,600,000		19,563,654
Class MV1, 3.86% 7/25/35 (f)	3,135,000		3,130,219
Class MV2, 3.9% 7/25/35 (f)	3,765,000		3,754,147
Class MV3, 3.94% 7/25/35 (f)	1,560,000		1,557,748
Series 2005-3 Class MV1, 3.88% 8/25/35 (f)	11,125,000		11,103,934
Series 2005-AB1 Class A2, 3.67% 8/25/35 (f)	17,520,000		17,514,797
Series 2005-IM1 Class A1, 3.56% 8/25/34 (d)(f)	17,915,000		17,915,000
CS First Boston Mortgage Securities Corp.:
Series 2003-8 Class A2, 3.85% 4/25/34 (f)	2,663,075		2,674,762
Series 2004-FRE1:
Class A2, 3.81% 4/25/34 (f)	2,689,397		2,689,291
Class M3, 4.11% 4/25/34 (f)	5,885,000		5,884,751
Discover Card Master Trust I Series 2003-4 Class B1, 3.7181% 5/16/11 (f)	8,155,000		8,196,815
Fannie Mae guaranteed REMIC pass thru certificates Series 2004-T5 Class AB3, 3.8305% 5/28/35 (f)	6,957,460		6,959,877
Fieldstone Mortgage Investment Corp.:
Series 2003-1:
Class M1, 4.14% 11/25/33 (f)	1,300,000		1,308,748
Class M2, 5.21% 11/25/33 (f)	700,000		718,600
Series 2004-1 Class M2, 4.56% 1/25/35 (f)	3,700,000		3,741,581
Series 2004-2 Class M2, 4.61% 7/25/34 (f)	9,890,000		9,889,579
Series 2004-3 Class M5, 4.91% 8/25/34 (f)	2,000,000		2,033,830
Series 2005-2 Class 2A1, 3.5% 7/25/36 (d)(f)	16,935,000		16,935,000
First Franklin Mortgage Loan Asset Backed Certificates:
Series 2005-FF2 Class A2A, 3.55% 3/25/35 (f)	7,354,604		7,354,604
Series 2005-FF2 Class M6, 4.16% 3/25/35 (f)	6,950,000		6,950,000
First Franklin Mortgage Loan Trust Series 2004-FF2:
Class M3, 4.01% 3/25/34 (f)	400,000		400,711
Class M4, 4.36% 3/25/34 (f)	300,000		302,647
First USA Credit Card Master Trust Series 2001-4 Class B, 3.75% 1/12/09 (f)	15,000,000		15,026,199
First USA Secured Note Trust Series 2001-3 Class C, 4.4669% 11/19/08 (c)(f)	11,580,000		11,661,421
Ford Credit Auto Owner Trust Series 2003-B Class B2, 3.8181% 10/15/07 (f)	19,600,000		19,671,950
Asset-Backed Securities - continued
	Principal Amount		Value
Ford Credit Floorplan Master Owner Trust Series 2005-1:
Class A, 3.5381% 5/17/10 (f)	$ 9,590,000		$ 9,589,981
Class B, 3.6563% 5/17/10 (f)	2,625,000		2,624,992
Fremont Home Loan Trust:
Series 2004-1:
Class 1A1, 3.68% 2/25/34 (f)	2,669,337		2,669,232
Class M1, 3.91% 2/25/34 (f)	750,000		749,968
Class M2, 3.96% 2/25/34 (f)	800,000		799,966
Series 2004-C Class 2A2, 4.01% 8/25/34 (f)	10,000,000		10,101,993
Series 2005-2 Class 2A1, 3.5913% 6/25/35 (f)	15,380,000		15,375,194
Series 2005-A:
Class 2A2, 3.7% 2/25/35 (f)	11,850,000		11,865,657
Class M1, 3.89% 1/25/35 (f)	1,603,000		1,599,854
Class M2, 3.92% 1/25/35 (f)	2,325,000		2,321,531
Class M3, 3.95% 1/25/35 (f)	1,250,000		1,249,947
Class M4, 4.14% 1/25/35 (f)	925,000		927,535
GE Business Loan Trust Series 2003-1 Class A, 3.8181% 4/15/31 (c)(f)	5,499,865		5,531,421
GE Capital Credit Card Master Note Trust Series 2005-2 Class B, 3.5736% 6/15/11 (f)	6,475,000		6,473,058
Gracechurch Card Funding PLC:
Series 5:
Class B, 3.6181% 8/15/08 (f)	1,520,000		1,521,351
Class C, 4.3181% 8/15/08 (f)	5,580,000		5,601,142
Series 6 Class B, 3.5781% 2/17/09 (f)	1,030,000		1,030,901
Series 8 Class C, 3.6721% 6/15/10 (f)	18,450,000		18,450,000
GSAMP Trust:
Series 2002-HE Class M1, 4.68% 11/20/32 (f)	2,882,888		2,928,737
Series 2002-NC1:
Class A2, 3.78% 7/25/32 (f)	54,777		55,099
Class M1, 4.1% 7/25/32 (f)	8,861,000		8,920,491
Series 2003-FM1 Class M1, 4.25% 3/20/33 (f)	15,000,000		15,136,310
Series 2004-FM1:
Class M1, 4.11% 11/25/33 (f)	2,865,000		2,864,879
Class M2, 4.86% 11/25/33 (f)	1,975,000		2,005,597
Series 2004-FM2:
Class M1, 3.96% 1/25/34 (f)	3,500,000		3,499,853
Class M2, 4.56% 1/25/34 (f)	1,500,000		1,499,936
Class M3, 4.76% 1/25/34 (f)	1,500,000		1,499,935
Series 2004-HE1:
Class M1, 4.01% 5/25/34 (f)	4,045,000		4,044,829
Class M2, 4.61% 5/25/34 (f)	1,750,000		1,766,258
Asset-Backed Securities - continued
	Principal Amount		Value
GSAMP Trust: - continued
Series 2005-9 Class 2A1, 3.5287% 8/25/35 (f)	$ 17,530,000		$ 17,530,000
Series 2005-FF2 Class M5, 4.09% 3/25/35 (f)	3,500,000		3,500,000
Series 2005-HE2 Class M, 3.89% 3/25/35 (f)	8,780,000		8,749,867
Series 2005-NC1 Class M1, 3.91% 2/25/35 (f)	9,010,000		8,987,296
Guggenheim Structured Real Estate Funding Ltd. Series 2005-1 Class C, 4.3944% 5/25/30 (c)(f)	14,000,000		13,986,652
HFC Home Equity Loan Asset Backed Certificates Series 2005-2:
Class M1, 3.97% 1/20/34 (f)	3,225,000		3,225,000
Class M2, 4% 1/20/34 (f)	2,415,000		2,415,000
Home Equity Asset Trust:
Series 2002-2 Class M1, 4.26% 6/25/32 (f)	10,000,000		10,017,090
Series 2002-3 Class A5, 3.9% 2/25/33 (f)	854,528		855,194
Series 2002-4 Class A3, 3.94% 3/25/33 (f)	1,237,388		1,238,074
Series 2002-5:
Class A3, 3.98% 5/25/33 (f)	2,866,793		2,872,821
Class M1, 4.66% 5/25/33 (f)	13,800,000		13,966,276
Series 2003-1:
Class A2, 3.93% 6/25/33 (f)	4,229,596		4,233,111
Class M1, 4.46% 6/25/33 (f)	8,335,000		8,375,317
Series 2003-2:
Class A2, 3.84% 8/25/33 (f)	228,269		229,139
Class M1, 4.34% 8/25/33 (f)	2,245,000		2,269,298
Series 2003-3:
Class A2, 3.82% 8/25/33 (f)	1,624,262		1,630,339
Class M1, 4.32% 8/25/33 (f)	8,185,000		8,266,814
Series 2003-4:
Class M1, 4.26% 10/25/33 (f)	3,415,000		3,440,384
Class M2, 5.36% 10/25/33 (f)	4,040,000		4,093,038
Series 2003-5:
Class A2, 3.81% 12/25/33 (f)	5,822,876		5,843,440
Class M1, 4.16% 12/25/33 (f)	3,175,000		3,192,660
Class M2, 5.19% 12/25/33 (f)	1,345,000		1,377,487
Series 2003-7 Class A2, 3.84% 3/25/34 (f)	3,430,379		3,438,503
Series 2004-2 Class A2, 3.75% 7/25/34 (f)	6,172,348		6,172,139
Series 2004-3:
Class M1, 4.03% 8/25/34 (f)	2,015,000		2,019,636
Class M2, 4.66% 8/25/34 (f)	2,200,000		2,237,373
Series 2004-4 Class A2, 3.78% 10/25/34 (f)	8,318,527		8,347,783
Series 2004-6 Class A2, 3.81% 12/25/34 (f)	9,249,309		9,278,715
Series 2004-7 Class A3, 3.85% 1/25/35 (f)	2,916,946		2,929,856
Asset-Backed Securities - continued
	Principal Amount		Value
Home Equity Asset Trust: - continued
Series 2005-1:
Class M1, 3.89% 5/25/35 (f)	$ 9,705,000		$ 9,697,565
Class M2, 3.91% 5/25/35 (f)	5,780,000		5,763,067
Class M3, 3.96% 5/25/35 (f)	5,825,000		5,808,344
Series 2005-2:
Class 2A2, 3.66% 7/25/35 (f)	13,170,000		13,163,182
Class M1, 3.91% 7/25/35 (f)	10,085,000		10,075,362
Series 2005-3 Class M1, 3.87% 8/25/35 (f)	9,450,000		9,434,700
Series 2005-5 Class 2A2, 3.65% 11/25/35 (d)(f)	15,000,000		14,968,605
Household Affinity Credit Card Master Note Trust I Series 2003-3 Class B, 3.6781% 8/15/08 (f)	10,000,000		10,018,071
Household Credit Card Master Trust I Series 2002-1 Class B, 4.0381% 7/15/08 (f)	22,589,000		22,608,682
Household Home Equity Loan Trust:
Series 2002-2 Class A, 3.73% 4/20/32 (f)	3,295,048		3,298,089
Series 2002-3 Class A, 3.88% 7/20/32 (f)	2,678,218		2,681,775
Series 2003-1 Class M, 4.06% 10/20/32 (f)	770,987		771,866
Series 2003-2:
Class A, 3.76% 9/20/33 (f)	2,892,082		2,897,777
Class M, 4.01% 9/20/33 (f)	1,360,000		1,362,941
Series 2004-1 Class M, 3.95% 9/20/33 (f)	2,708,464		2,713,597
Household Mortgage Loan Trust:
Series 2003-HC1 Class M, 4.08% 2/20/33 (f)	1,742,776		1,748,262
Series 2004-HC1:
Class A, 3.78% 2/20/34 (f)	5,083,992		5,096,702
Class M, 3.93% 2/20/34 (f)	3,073,800		3,073,443
Household Private Label Credit Card Master Note Trust I:
Series 2002-1 Class B, 3.9381% 1/18/11 (f)	8,850,000		8,867,619
Series 2002-2:
Class A, 3.5581% 1/18/11 (f)	9,000,000		9,012,218
Class B, 3.9381% 1/18/11 (f)	14,275,000		14,355,952
Series 2002-3 Class B, 4.6381% 9/15/09 (f)	4,150,000		4,159,262
Ikon Receivables Funding LLC Series 2003-1 Class A3A, 3.6213% 12/17/07 (f)	2,781,207		2,781,863
IXIS Real Estate Capital Trust Series 2005-HE1:
Class A1, 3.71% 6/25/35 (f)	11,646,350		11,645,706
Class M1, 3.93% 6/25/35 (f)	4,100,000		4,094,813
Class M2, 3.95% 6/25/35 (f)	2,775,000		2,766,003
Class M3, 3.98% 6/25/35 (f)	1,975,000		1,972,566
Keycorp Student Loan Trust Series 1999-A Class A2, 3.8% 12/27/09 (f)	16,169,548		16,224,493
Asset-Backed Securities - continued
	Principal Amount		Value
Long Beach Mortgage Loan Trust:
Series 2003-2:
Class AV, 3.78% 6/25/33 (f)	$ 253,078		$ 253,185
Class M1, 4.28% 6/25/33 (f)	19,500,000		19,626,153
Series 2003-3 Class M1, 4.21% 7/25/33 (f)	7,770,000		7,824,625
Series 2004-2:
Class M1, 3.99% 6/25/34 (f)	4,275,000		4,285,404
Class M2, 4.54% 6/25/34 (f)	1,400,000		1,416,723
Series 2005-2 Class 2A2, 3.64% 4/25/35 (f)	12,000,000		11,996,998
MASTR Asset Backed Securities Trust:
Series 2003-NC1:
Class M1, 4.19% 4/25/33 (f)	3,500,000		3,519,270
Class M2, 5.31% 4/25/33 (f)	1,500,000		1,534,429
Series 2004-FRE1 Class M1, 4.01% 7/25/34 (f)	5,223,000		5,238,948
MBNA Asset Backed Note Trust Series 2000-K Class C, 4.1881% 3/17/08 (c)(f)	7,250,000		7,258,700
MBNA Credit Card Master Note Trust:
Series 2001-B1 Class B1, 3.7631% 10/15/08 (f)	30,000,000		30,042,072
Series 2001-B2 Class B2, 3.7481% 1/15/09 (f)	30,353,000		30,429,933
Series 2002-B2 Class B2, 3.7681% 10/15/09 (f)	20,000,000		20,086,600
Series 2002-B3 Class B3, 3.7881% 1/15/08 (f)	15,000,000		15,000,470
Series 2002-B4 Class B4, 3.8881% 3/15/10 (f)	14,800,000		14,916,873
Series 2003-B2 Class B2, 3.7781% 10/15/10 (f)	1,530,000		1,545,569
Series 2003-B3 Class B3, 3.7631% 1/18/11 (f)	1,130,000		1,135,362
Series 2003-B5 Class B5, 3.7581% 2/15/11 (f)	705,000		710,447
MBNA Master Credit Card Trust II:
Series 1998-E Class B, 3.9288% 9/15/10 (f)	7,800,000		7,846,570
Series 1998-G Class B, 3.7881% 2/17/09 (f)	20,000,000		20,043,574
Meritage Mortgage Loan Trust Series 2004-1:
Class M1, 3.96% 7/25/34 (f)	2,125,000		2,124,911
Class M2, 4.01% 7/25/34 (f)	375,000		374,985
Class M3, 4.41% 7/25/34 (f)	775,000		774,967
Class M4, 4.56% 7/25/34 (f)	525,000		524,978
Merrill Lynch Mortgage Investors, Inc. Series 2003-HE1 Class M1, 4.16% 7/25/34 (f)	2,321,000		2,330,928
Morgan Stanley ABS Capital I, Inc.:
Series 2002-NC6 Class M2, 5.56% 11/25/32 (f)	2,370,000		2,441,680
Series 2003-NC5 Class M2, 5.46% 4/25/33 (f)	2,800,000		2,834,138
Series 2003-NC6 Class M2, 5.41% 6/27/33 (f)	12,835,000		13,180,825
Series 2003-NC7 Class M1, 4.16% 6/25/33 (f)	1,785,000		1,791,357
Series 2003-NC8 Class M1, 4.16% 9/25/33 (f)	2,350,000		2,363,472
Series 2004-HE6 Class A2, 3.8% 8/25/34 (f)	7,193,690		7,217,222
Series 2004-NC2 Class M1, 4.01% 12/25/33 (f)	2,595,000		2,599,359
Asset-Backed Securities - continued
	Principal Amount		Value
Morgan Stanley ABS Capital I, Inc.: - continued
Series 2004-NC6 Class A2, 3.8% 7/25/34 (f)	$ 3,163,358		$ 3,170,145
Series 2005-1:
Class M2, 3.93% 12/25/34 (f)	4,425,000		4,417,835
Class M3, 3.98% 12/25/34 (f)	4,000,000		3,998,266
Series 2005-HE1:
Class A3B, 3.68% 12/25/34 (f)	3,885,000		3,889,266
Class M1, 3.91% 12/25/34 (f)	1,100,000		1,102,253
Class M2, 3.93% 12/25/34 (f)	2,970,000		2,966,369
Series 2005-HE2:
Class M1, 3.86% 1/25/35 (f)	2,665,000		2,670,502
Class M2, 3.9% 1/25/35 (f)	1,900,000		1,893,810
Series 2005-NC1:
Class M1, 3.9% 1/25/35 (f)	2,425,000		2,432,731
Class M2, 3.93% 1/25/35 (f)	2,425,000		2,421,056
Class M3, 3.97% 1/25/35 (f)	2,425,000		2,425,850
Morgan Stanley Dean Witter Capital I Trust:
Series 2001-AM1:
Class M1, 4.31% 2/25/32 (f)	1,510,288		1,513,954
Class M2, 4.86% 2/25/32 (f)	7,146,795		7,171,201
Series 2001-NC4:
Class M1, 4.46% 1/25/32 (f)	3,827,881		3,841,816
Series 2002-AM3 Class A3, 3.95% 2/25/33 (f)	1,426,624		1,430,581
Series 2002-HE1 Class M1, 4.06% 7/25/32 (f)	5,860,000		5,893,149
Series 2002-HE2 Class M1, 4.16% 8/25/32 (f)	9,925,000		9,970,606
Series 2002-NC3 Class A3, 3.8% 8/25/32 (f)	396,299		397,573
Series 2002-OP1 Class M1, 4.21% 9/25/32 (f)	3,894,745		3,917,849
Series 2003-NC1:
Class M1, 4.51% 11/25/32 (f)	2,555,000		2,572,380
Class M2, 5.51% 11/25/32 (f)	1,880,000		1,899,041
New Century Home Equity Loan Trust:
Series 2003-2:
Class A2, 3.89% 1/25/33 (f)	341,254		341,436
Class M2, 5.46% 1/25/33 (f)	4,600,000		4,667,174
Series 2003-6 Class M1, 4.18% 1/25/34 (f)	5,180,000		5,202,952
Series 2005-1:
Class M1, 3.91% 3/25/35 (f)	4,395,000		4,392,950
Class M2, 3.94% 3/25/35 (f)	4,395,000		4,384,834
Class M3, 3.98% 3/25/35 (f)	2,120,000		2,120,796
Nissan Auto Lease Trust:
Series 2003-A Class A3A, 3.5281% 6/15/09 (f)	13,621,752		13,633,434
Series 2004-A Class A4A, 3.4581% 6/15/10 (f)	10,570,000		10,582,978
Asset-Backed Securities - continued
	Principal Amount		Value
NovaStar Home Equity Loan Series 2004-1:
Class M1, 3.91% 6/25/34 (f)	$ 1,450,000		$ 1,451,222
Class M4, 4.435% 6/25/34 (f)	2,435,000		2,439,150
Ocala Funding LLC Series 2005-1A Class A, 4.93% 3/20/10 (c)(f)	3,675,000		3,675,000
Ownit Mortgage Loan Asste-Backed Certificates Series 2005-3 Class A2A, 3.5% 6/25/36 (f)	15,500,000		15,500,000
Park Place Securities, Inc.:
Series 2004-WCW1:
Class M1, 4.09% 9/25/34 (f)	3,745,000		3,756,721
Class M2, 4.14% 9/25/34 (f)	1,755,000		1,764,326
Class M3, 4.71% 9/25/34 (f)	3,355,000		3,396,745
Class M4, 4.91% 9/25/34 (f)	4,700,000		4,767,614
Series 2004-WCW2 Class A2, 3.84% 10/25/34 (f)	7,952,623		7,976,111
Series 2005-WCH1:
Class A3B, 3.68% 1/25/35 (f)	2,775,000		2,779,908
Class M2, 3.98% 1/25/35 (f)	4,175,000		4,166,539
Class M3, 4.02% 1/25/35 (f)	3,290,000		3,292,599
Class M5, 4.34% 1/25/35 (f)	3,095,000		3,104,620
Series 2005-WHQ2 Class M7, 4.71% 5/25/35 (f)	5,950,000		5,930,787
People's Choice Home Loan Securities Trust Series 2005-2:
Class A1, 3.57% 9/25/24 (f)	7,475,790		7,475,790
Class M4, 4.09% 5/25/35 (f)	6,000,000		6,000,000
Providian Gateway Master Trust Series 2002-B Class A, 4.0881% 6/15/09 (c)(f)	15,000,000		15,039,393
Residental Asset Securities Corp.:
Series 2005-KS4 Class M2, 4.04% 4/25/35 (f)	1,040,000		1,037,610
Series 2005-KS7 Class A1, 3.4781% 8/25/35 (f)	10,515,000		10,512,897
Residential Asset Mortgage Products, Inc. Series 2004-RS10 Class MII2, 4.71% 10/25/34 (f)	5,500,000		5,566,857
Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 3.86% 4/25/33 (f)	818,316		822,076
Saxon Asset Securities Trust:
Series 2004-1 Class M1, 3.99% 3/25/35 (f)	4,415,000		4,413,887
Series 2004-2 Class MV1, 4.04% 8/25/35 (f)	4,495,000		4,501,043
Sears Credit Account Master Trust II:
Series 2001-1 Class B, 3.8131% 2/15/10 (f)	10,000,000		9,987,143
Series 2002-4:
Class A, 3.5181% 8/18/09 (f)	27,000,000		26,999,603
Class B, 3.8131% 8/18/09 (f)	33,300,000		33,301,149
Series 2002-5 Class B, 4.6381% 11/17/09 (f)	30,000,000		30,062,976
Asset-Backed Securities - continued
	Principal Amount		Value
Securitized Asset Backed Receivables LLC Trust Series 2004-NC1 Class M1, 3.98% 2/25/34 (f)	$ 2,910,000		$ 2,909,256
Specialty Underwriting & Residential Finance Series 2003-BC4 Class M1, 4.06% 11/25/34 (f)	1,810,000		1,818,452
Structured Asset Securities Corp. Series 2004-GEL1 Class A, 3.82% 2/25/34 (f)	1,043,424		1,043,422
Superior Wholesale Inventory Financing Trust VII Series 2003-A8 Class CTFS, 3.8381% 3/15/11 (c)(f)	10,835,000		10,828,228
Superior Wholesale Inventory Financing Trust XII Series 2005-A12 Class C, 4.46% 6/15/10 (f)	6,840,000		6,839,945
Terwin Mortgage Trust:
Series 2003-4HE Class A1, 3.89% 9/25/34 (f)	2,878,990		2,894,593
Series 2003-6HE Class A1, 3.93% 11/25/33 (f)	1,784,384		1,788,543
Series 2005-14HE Class AF1, 3.9753% 7/25/36 (d)(f)	8,635,000		8,633,296
TOTAL ASSET-BACKED SECURITIES (Cost $2,293,954,229)		2,300,747,332
Collateralized Mortgage Obligations - 16.9%

Private Sponsor - 13.7%
Adjustable Rate Mortgage Trust floater:
Series 2004-2 Class 7A3, 3.86% 2/25/35 (f)	9,374,471		9,396,037
Series 2004-4 Class 5A2, 3.86% 3/25/35 (f)	3,780,419		3,787,953
Series 2005-1 Class 5A2, 3.79% 5/25/35 (f)	6,187,250		6,191,166
Series 2005-2:
Class 6A2, 3.74% 6/25/35 (f)	2,930,592		2,932,491
Class 6M2, 3.94% 6/25/35 (f)	10,145,000		10,145,010
Series 2005-3 Class 8A2, 3.7% 7/25/35 (f)	19,199,197		19,211,695
Series 2005-4 Class 7A2, 3.69% 8/25/35 (f)	9,011,457		9,003,527
Series 2005-8 Class 7A2, 3.77% 11/25/35 (f)	7,660,000		7,660,000
Bear Stearns Alt-A Trust floater:
Series 2005-1 Class A1, 3.74% 1/25/35 (f)	20,354,186		20,354,186
Series 2005-2 Class 1A1, 3.71% 3/25/35 (f)	14,961,065		14,961,065
Series 2005-5 Class 1A1, 3.68% 7/25/35 (f)	18,707,862		18,696,170
Countrywide Alternative Loan Trust planned amortization class Series 2003-5T2 Class A2, 3.86% 5/25/33 (f)	5,545,033		5,548,017
Countrywide Home Loans, Inc. floater:
Series 2004-16 Class A1, 3.86% 9/25/34 (f)	10,335,456		10,325,843
Series 2005-1 Class 2A1, 3.75% 3/25/35 (f)	14,617,171		14,617,171
CS First Boston Mortgage Securities Corp. floater:
Series 2004-AR2 Class 6A1, 3.86% 3/25/34 (f)	5,338,263		5,334,945
Collateralized Mortgage Obligations - continued
	Principal Amount		Value
Private Sponsor - continued
CS First Boston Mortgage Securities Corp. floater: - continued
Series 2004-AR3 Class 6A2, 3.83% 4/25/34 (f)	$ 2,226,193		$ 2,228,162
Series 2004-AR4 Class 5A2, 3.83% 5/25/34 (f)	2,066,310		2,065,052
Series 2004-AR5 Class 11A2, 3.83% 6/25/34 (f)	2,987,552		2,981,472
Series 2004-AR6 Class 9A2, 3.83% 10/25/34 (f)	3,981,028		3,983,412
Series 2004-AR7 Class 6A2, 3.84% 8/25/34 (f)	5,801,660		5,806,785
Series 2004-AR8 Class 8A2, 3.84% 9/25/34 (f)	4,630,225		4,638,807
First Horizon Mortgage Passthru Trust floater Series 2004-FL1 Class 2A1, 3.95% 12/25/34 (f)	4,384,853		4,379,779
Granite Master Issuer PLC floater:
Series 2005-1:
Class A3, 3.51% 12/21/24 (f)	5,300,000		5,299,006
Class B1, 3.56% 12/20/54 (f)	7,050,000		7,047,577
Class M1, 3.66% 12/20/54 (f)	5,300,000		5,298,178
Series 2005-2 Class C1, 3.7857% 12/20/54 (f)	7,975,000		7,972,508
Granite Mortgages PLC floater:
Series 2004-1:
Class 1B, 3.64% 3/20/44 (f)	1,415,000		1,414,844
Class 1C, 4.33% 3/20/44 (f)	4,075,000		4,091,219
Class 1M, 3.84% 3/20/44 (f)	4,935,000		4,938,751
Series 2004-2:
Class 1A2, 3.5% 6/20/28 (f)	5,384,259		5,384,932
Class 1B, 3.6% 6/20/44 (f)	1,018,055		1,018,309
Class 1C, 4.13% 6/20/44 (f)	3,706,295		3,713,918
Class 1M, 3.71% 6/20/44 (f)	2,722,846		2,724,205
Series 2004-3:
Class 1B, 3.59% 9/20/44 (f)	2,100,000		2,100,210
Class 1C, 4.02% 9/20/44 (f)	5,415,000		5,426,913
Class 1M, 3.7% 9/20/44 (f)	1,200,000		1,200,360
Harborview Mortgage Loan Trust floater Series 2005-2 Class 2A1A, 3.6369% 5/19/35 (f)	11,690,145		11,648,134
Holmes Financing No. 7 PLC floater Series 2 Class M, 4.3988% 7/15/40 (f)	2,560,000		2,564,912
Holmes Financing No. 8 PLC floater Series 2:
Class A, 3.6788% 4/15/11 (f)	25,000,000		25,000,000
Class B, 3.7688% 7/15/40 (f)	2,695,000		2,696,684
Class C, 4.3188% 7/15/40 (f)	10,280,000		10,328,193
Home Equity Asset Trust floater Series 2005-3 Class 2A1, 3.55% 8/25/35 (f)	7,268,025		7,266,230
Homestar Mortgage Acceptance Corp. floater Series 2004-5 Class A1, 3.91% 10/25/34 (f)	4,495,430		4,509,337
Collateralized Mortgage Obligations - continued
	Principal Amount		Value
Private Sponsor - continued
Impac CMB Trust floater:
Series 2004-11 Class 2A2, 3.83% 3/25/35 (f)	$ 8,638,669		$ 8,636,982
Series 2004-6 Class 1A2, 3.85% 10/25/34 (f)	3,481,529		3,487,748
Series 2005-1:
Class M1, 3.92% 4/25/35 (f)	3,223,929		3,220,529
Class M2, 3.96% 4/25/35 (f)	5,644,146		5,639,516
Class M3, 3.99% 4/25/35 (f)	1,384,927		1,383,466
Class M4, 4.21% 4/25/35 (f)	817,334		818,164
Class M5, 4.23% 4/25/35 (f)	817,334		817,174
Class M6, 4.28% 4/25/35 (f)	1,307,734		1,307,479
Series 2005-2 Class 1A2, 3.77% 4/25/35 (f)	13,211,515		13,201,194
Series 2005-3 Class A1, 3.7% 8/25/35 (f)	15,176,045		15,149,962
Series 2005-4 Class 1B1, 4.76% 6/25/35 (f)	5,306,886		5,282,839
Lehman Structured Securities Corp. floater Series 2005-1 Class A2, 3.67% 9/26/45 (c)(f)	16,153,164		16,153,164
MASTR Adjustable Rate Mortgages Trust:
floater Series 2005-1 Class 1A1, 3.73% 3/25/35 (f)	13,405,372		13,396,993
Series 2004-6 Class 4A2, 4.1729% 7/25/34 (f)	5,969,000		5,946,582
Merrill Lynch Mortgage Investors, Inc. floater:
Series 2003-A Class 2A1, 3.85% 3/25/28 (f)	8,079,308		8,122,924
Series 2003-B Class A1, 3.8% 4/25/28 (f)	7,852,610		7,898,403
Series 2003-D Class A, 3.77% 8/25/28 (f)	7,479,616		7,494,804
Series 2003-E Class A2, 3.4425% 10/25/28 (f)	10,687,128		10,687,143
Series 2003-F Class A2, 3.7075% 10/25/28 (f)	12,892,959		12,891,486
Series 2004-A Class A2, 3.6175% 4/25/29 (f)	11,584,437		11,556,917
Series 2004-B Class A2, 3.79% 6/25/29 (f)	8,952,030		8,930,464
Series 2004-C Class A2, 3.95% 7/25/29 (f)	12,856,157		12,825,407
Series 2004-D Class A2, 3.4725% 9/25/29 (f)	9,971,432		9,974,033
Series 2004-E:
Class A2B, 3.7275% 11/25/29 (f)	8,523,921		8,502,874
Class A2D, 3.9175% 11/25/29 (f)	1,982,307		1,991,830
Series 2004-G Class A2, 3.95% 11/25/29 (f)	3,854,828		3,854,422
Series 2005-A Class A2, 3.38% 2/25/30 (f)	10,800,867		10,785,319
Mortgage Asset Backed Securities Trust floater Series 2002-NC1 Class M1, 4.31% 10/25/32 (f)	4,538,551		4,555,535
MortgageIT Trust floater:
Series 2004-2:
Class A1, 3.83% 12/25/34 (f)	4,920,628		4,927,758
Class A2, 3.91% 12/25/34 (f)	6,656,800		6,696,298
Series 2005-2 Class 1A1, 3.72% 5/25/35 (f)	5,093,718		5,097,498
Opteum Mortgage Acceptance Corp. floater Series 2005-3 Class APT, 3.75% 6/25/35 (f)	19,112,336		19,123,533
Collateralized Mortgage Obligations - continued
	Principal Amount		Value
Private Sponsor - continued
Permanent Financing No. 1 PLC floater Series 1 Class 2C, 4.5594% 6/10/42 (f)	$ 1,745,000		$ 1,749,384
Permanent Financing No. 3 PLC floater Series 2 Class C, 4.4294% 6/10/42 (f)	4,845,000		4,893,450
Permanent Financing No. 4 PLC floater Series 2 Class C, 4.0994% 6/10/42 (f)	15,400,000		15,475,306
Permanent Financing No. 5 PLC floater:
Series 2 Class C, 4.0294% 6/10/42 (f)	4,215,000		4,234,760
Series 3 Class C, 4.1994% 6/10/42 (f)	8,890,000		8,967,788
Permanent Financing No. 6 PLC floater Series 6:
Class 1C, 3.7294% 6/10/42 (f)	4,000,000		4,000,572
Class 2C, 3.8294% 6/10/42 (f)	5,350,000		5,352,343
Permanent Financing No. 7 PLC floater Series 7:
Class 1B, 3.4694% 6/10/42 (f)	2,000,000		1,999,375
Class 1C, 3.6594% 6/10/42 (f)	3,840,000		3,838,800
Class 2C, 3.7094% 6/10/42 (f)	8,065,000		8,054,919
Permanent Financing No. 8 PLC floater Series 8:
Class 1C, 3.7475% 6/10/42 (f)	7,165,000		7,162,621
Class 2C, 3.8175% 6/10/42 (f)	9,945,000		9,941,688
Residential Asset Mortgage Products, Inc. sequential pay Series 2003-SL1 Class A31, 7.125% 4/25/31	4,643,507		4,727,342
Residential Finance LP/Residential Finance Development Corp. floater Series 2003-A:
Class B4, 5.15% 3/10/35 (c)(f)	5,492,986		5,575,381
Class B5, 5.7% 3/10/35 (c)(f)	5,684,725		5,811,417
Residential Funding Securities Corp.:
Series 2003-RP1 Class A1, 3.96% 11/25/34 (f)	2,829,110		2,840,739
Series 2003-RP2 Class A1, 3.93% 6/25/33 (c)(f)	3,866,185		3,881,108
Sequoia Mortgage Trust floater:
Series 2003-5 Class A2, 3.41% 9/20/33 (f)	10,999,101		10,996,236
Series 2003-7 Class A2, 2.885% 1/20/34 (f)	9,577,708		9,569,385
Series 2004-1 Class A, 4.15% 2/20/34 (f)	6,379,791		6,373,993
Series 2004-10 Class A4, 3.6681% 11/20/34 (f)	10,424,803		10,408,138
Series 2004-3 Class A, 3.5463% 5/20/34 (f)	10,662,486		10,588,333
Series 2004-4 Class A, 3.5881% 5/20/34 (f)	13,430,919		13,399,990
Series 2004-5 Class A3, 3.77% 6/20/34 (f)	8,904,038		8,897,082
Series 2004-6:
Class A3A, 4.1475% 6/20/35 (f)	8,182,127		8,176,739
Class A3B, 3.16% 7/20/34 (f)	1,022,766		1,021,950
Series 2004-7:
Class A3A, 3.2275% 8/20/34 (f)	7,642,675		7,636,475
Class A3B, 3.4525% 7/20/34 (f)	1,375,260		1,380,167
Collateralized Mortgage Obligations - continued
	Principal Amount		Value
Private Sponsor - continued
Sequoia Mortgage Trust floater: - continued
Series 2004-8 Class A2, 3.45% 9/20/34 (f)	$ 14,155,710		$ 14,148,404
Series 2005-1 Class A2, 3.68% 2/20/35 (f)	7,355,282		7,354,362
Series 2005-2 Class A2, 3.36% 3/20/35 (f)	13,876,523		13,876,523
Series 2005-3 Class A1, 3.46% 5/20/35 (f)	9,217,677		9,217,677
Structured Adjustable Rate Mortgage Loan Trust floater Series 2001-14 Class A1, 3.77% 7/25/35 (f)	11,201,095		11,201,095
Structured Asset Securities Corp. floater Series 2004-NP1 Class A, 3.86% 9/25/33 (c)(f)	2,553,470		2,555,084
Thornburg Mortgage Securities Trust floater Series 2004-3 Class A, 3.83% 9/25/34 (f)	22,068,069		22,129,394
WAMU Mortgage pass thru certificates:
floater Series 2005-AR6 Class 2A-1A, 3.5448% 4/25/45 (f)	6,133,307		6,133,607
Series 2005 AR11 Class A1C1, 3.6675% 8/25/40 (d)(f)	14,400,000		14,400,000
Wells Fargo Mortgage Backed Securities Trust:
Series 2004-M Class A3, 4.7024% 8/25/34 (f)	19,880,000		19,789,156
Series 2005-AR12 Class 2A1, 4.322% 7/25/35 (f)	31,674,772		31,407,532
TOTAL PRIVATE SPONSOR			895,419,920
U.S. Government Agency - 3.2%
Fannie Mae:
floater:
Series 2000-38 Class F, 3.76% 11/18/30 (f)	1,103,802		1,112,055
Series 2000-40 Class FA, 3.8144% 7/25/30 (f)	2,487,156		2,498,099
Series 2002-89 Class F, 3.6144% 1/25/33 (f)	3,630,895		3,636,484
target amortization class Series G94-2 Class D, 6.45% 1/25/24	4,732,822		4,849,182
Fannie Mae guaranteed REMIC pass thru certificates:
floater:
Series 2001-34 Class FR, 3.66% 8/18/31 (f)	2,500,934		2,508,899
Series 2001-44 Class FB, 3.6144% 9/25/31 (f)	2,262,040		2,268,738
Series 2001-46 Class F, 3.66% 9/18/31 (f)	6,514,676		6,552,090
Series 2002-11 Class QF, 3.8144% 3/25/32 (f)	4,517,951		4,551,812
Series 2002-36 Class FT, 3.8144% 6/25/32 (f)	1,503,724		1,516,521
Series 2002-64 Class FE, 3.61% 10/18/32 (f)	2,256,514		2,266,981
Series 2002-65 Class FA, 3.6144% 10/25/17 (f)	2,585,370		2,590,545
Series 2002-74 Class FV, 3.7644% 11/25/32 (f)	8,360,131		8,420,920
Series 2003-11:
Class DF, 3.7644% 2/25/33 (f)	3,173,455		3,195,574
Class EF, 3.7644% 2/25/33 (f)	2,602,157		2,612,658
Collateralized Mortgage Obligations - continued
	Principal Amount		Value
U.S. Government Agency - continued
Fannie Mae guaranteed REMIC pass thru certificates: - continued
floater:
Series 2003-63 Class F1, 3.6144% 11/25/27 (f)	$ 6,387,368		$ 6,390,916
planned amortization class:
Series 1998-63 Class PG, 6% 3/25/27	1,212,661		1,212,198
Series 2001-62 Class PG, 6.5% 10/25/30	4,183,652		4,194,964
Series 2001-76 Class UB, 5.5% 10/25/13	1,378,221		1,379,002
Series 2002-16 Class QD, 5.5% 6/25/14	345,479		346,552
Series 2002-28 Class PJ, 6.5% 3/25/31	4,950,777		4,957,813
Series 2002-8 Class PD, 6.5% 7/25/30	3,569,878		3,584,870
Freddie Mac:
floater Series 2510 Class FE, 3.7881% 10/15/32 (f)	5,998,150		6,032,418
planned amortization class:
Series 2091 Class PP, 6% 2/15/27	1,286,641		1,286,029
Series 2353 Class PC, 6.5% 9/15/15	1,363,169		1,366,992
Freddie Mac Manufactured Housing participation certificates guaranteed floater Series 2338 Class FJ, 3.5881% 7/15/31 (f)	5,197,631		5,199,968
Freddie Mac Multi-class participation certificates guaranteed:
floater:
Series 2474 Class FJ, 3.7381% 7/15/17 (f)	4,556,922		4,564,198
Series 2526 Class FC, 3.7881% 11/15/32 (f)	3,597,778		3,616,182
Series 2538 Class FB, 3.7881% 12/15/32 (f)	6,607,741		6,651,155
Series 2551 Class FH, 3.8381% 1/15/33 (f)	3,358,821		3,373,027
planned amortization class:
Series 2136 Class PE, 6% 1/15/28	12,190,349		12,248,248
Series 2394 Class ND, 6% 6/15/27	1,550,172		1,553,415
Series 2395 Class PE, 6% 2/15/30	5,961,413		6,000,327
Series 2398 Class DK, 6.5% 1/15/31	372,760		373,347
Series 2410 Class ML, 6.5% 12/15/30	2,168,673		2,179,211
Series 2420 Class BE, 6.5% 12/15/30	2,595,889		2,604,122
Series 2443 Class TD, 6.5% 10/15/30	2,962,497		2,977,827
Series 2461 Class PG, 6.5% 1/15/31	2,737,118		2,773,721
Series 2466 Class EC, 6% 10/15/27	257,483		257,163
Series 2483 Class DC, 5.5% 7/15/14	1,861,588		1,861,466
Series 2556 Class PM, 5.5% 2/15/16	1,160,963		1,159,984
Series 2776 Class UJ, 4.5% 5/15/20 (g)	7,104,375		367,384
Series 2828 Class JA, 4.5% 1/15/10	11,880,000		11,903,044
sequential pay:
Series 2430 Class ZE, 6.5% 8/15/27	648,803		649,120
Series 2480 Class QW, 5.75% 2/15/30	871,905		871,370
Collateralized Mortgage Obligations - continued
	Principal Amount		Value
U.S. Government Agency - continued
Freddie Mac Multi-class participation certificates guaranteed: - continued
Series 2406:
Class FP, 4.3681% 1/15/32 (f)	$ 10,270,000		$ 10,502,819
Class PF, 4.3681% 12/15/31 (f)	8,125,000		8,337,955
Series 2410 Class PF, 4.3681% 2/15/32 (f)	18,644,444		19,070,154
Ginnie Mae guaranteed REMIC pass thru securities floater:
Series 2001-46 Class FB, 3.7381% 5/16/23 (f)	2,988,811		3,001,292
Series 2001-50 Class FV, 3.5881% 9/16/27 (f)	9,114,548		9,113,939
Series 2002-24 Class FX, 3.9381% 4/16/32 (f)	2,630,687		2,652,779
Series 2002-31 Class FW, 3.7881% 6/16/31 (f)	3,614,097		3,633,687
Series 2002-5 Class KF, 3.7881% 8/16/26 (f)	617,815		618,278
TOTAL U.S. GOVERNMENT AGENCY			207,447,494
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $1,104,119,465)		1,102,867,414
Commercial Mortgage Securities - 5.8%

1301 Avenue of The Americas Trust Series 2000-1301:
Class C, 7.44% 8/3/10 (c)(f)	5,025,000		5,024,881
Class D, 7.54% 8/3/10 (c)(f)	6,695,000		6,694,844
Banc of America Large Loan, Inc. floater:
Series 2003-BBA2 Class A3, 3.7081% 11/15/15 (c)(f)	5,038,226		5,041,400
Series 2005-BOCA:
Class H, 4.3381% 12/15/16 (c)(f)	2,065,000		2,061,834
Class J, 4.4881% 12/15/16 (c)(f)	1,020,000		1,018,438
Class K, 4.7381% 12/15/16 (c)(f)	6,659,000		6,650,611
Bayview Commercial Asset Trust floater:
Series 2003-1 Class A, 4.04% 8/25/33 (c)(f)	6,644,316		6,723,250
Series 2003-2:
Class A, 4.04% 12/25/33 (c)(f)	13,522,369		13,687,661
Class M1, 4.31% 12/25/33 (c)(f)	2,200,548		2,236,841
Series 2004-1:
Class A, 3.82% 4/25/34 (c)(f)	6,403,472		6,414,728
Class B, 5.36% 4/25/34 (c)(f)	665,296		672,910
Class M1, 4.02% 4/25/34 (c)(f)	582,134		584,681
Class M2, 4.66% 4/25/34 (c)(f)	498,972		504,819
Commercial Mortgage Securities - continued
	Principal Amount		Value
Bayview Commercial Asset Trust floater: - continued
Series 2004-2:
Class A, 3.89% 8/25/34 (c)(f)	$ 6,299,807		$ 6,330,814
Class M1, 4.04% 8/25/34 (c)(f)	2,031,330		2,039,265
Series 2004-3:
Class A1, 3.83% 1/25/35 (c)(f)	6,582,479		6,605,519
Class A2, 3.88% 1/25/35 (c)(f)	914,869		918,092
Class M1, 3.96% 1/25/35 (c)(f)	1,097,080		1,098,564
Class M2, 4.46% 1/25/35 (c)(f)	715,487		719,742
Series 2005-2A:
Class M1, 3.73% 8/25/35 (c)(f)	1,297,812		1,297,812
Class M2, 3.78% 8/25/35 (c)(f)	2,136,399		2,136,399
Class M3, 3.8% 8/25/35 (c)(f)	1,183,006		1,183,006
Class M4, 3.91% 8/25/35 (c)(f)	1,088,166		1,088,166
Bear Stearns Commercial Mortgage Securities, Inc. floater:
Series 2003-BA1A:
Class JFCM, 4.98% 4/14/15 (c)(f)	1,344,296		1,350,087
Class JMM, 4.88% 4/14/15 (c)(f)	1,384,053		1,385,065
Class KFCM, 5.23% 4/14/15 (c)(f)	1,436,661		1,443,179
Class KMM, 5.13% 4/14/15 (c)(f)	1,253,767		1,254,776
Class LFCM, 5.63% 4/14/15 (c)(f)	1,601,905		1,602,545
Class MFCM, 5.93% 4/14/15 (c)(f)	2,218,251		2,219,234
Series 2004-BBA3 Class E, 4.0881% 6/15/17 (c)(f)	10,415,000		10,415,949
Chase Commercial Mortgage Securities Corp. floater Series 2000-FL1A:
Class B, 3.81% 12/12/13 (c)(f)	896,672		897,536
Class C, 4.16% 12/12/13 (c)(f)	1,793,345		1,801,374
COMM floater:
Series 2001-FL5A Class E, 4.8881% 11/15/13 (c)(f)	3,049,546		3,048,573
Series 2002-FL6:
Class F, 4.8381% 6/14/14 (c)(f)	11,163,000		11,190,451
Class G, 5.2881% 6/14/14 (c)(f)	5,000,000		5,000,444
Series 2003-FL9 Class B, 3.8881% 11/15/15 (c)(f)	10,354,700		10,383,149
Commercial Mortgage pass thru certificates floater:
Series 2004-CNL:
Class A2, 3.6881% 9/15/14 (c)(f)	3,570,000		3,573,440
Class G, 4.3681% 9/15/14 (c)(f)	1,345,000		1,345,538
Class H, 4.4681% 9/15/14 (c)(f)	1,430,000		1,430,571
Class J, 4.9881% 9/15/14 (c)(f)	490,000		491,560
Class K, 5.3881% 9/15/14 (c)(f)	770,000		771,587
Class L, 5.5881% 9/15/14 (c)(f)	625,000		624,693
Commercial Mortgage Securities - continued
	Principal Amount		Value
Commercial Mortgage pass thru certificates floater: - continued
Series 2004-HTL1:
Class B, 3.8381% 7/15/16 (c)(f)	$ 495,379		$ 495,732
Class D, 3.9381% 7/15/16 (c)(f)	1,125,628		1,125,788
Class E, 4.1381% 7/15/16 (c)(f)	805,726		806,031
Class F, 4.1881% 7/15/16 (c)(f)	852,671		853,207
Class H, 4.6881% 7/15/16 (c)(f)	2,472,312		2,473,143
Class J, 4.8381% 7/15/16 (c)(f)	950,314		950,633
Class K, 5.7381% 7/15/16 (c)(f)	1,069,720		1,069,257
Commercial Mortgage Pass-Through Certificates floater Series 2005-F10A:
Class B, 3.6181% 4/15/17 (c)(f)	7,080,000		7,080,000
Class C, 3.6581% 4/15/17 (c)(f)	3,006,000		3,006,000
Class D, 3.6981% 4/15/17 (c)(f)	2,440,000		2,440,000
Class E, 3.7581% 4/15/17 (c)(f)	1,821,000		1,821,000
Class F, 3.7981% 4/15/17 (c)(f)	1,035,000		1,035,000
Class G, 3.9381% 4/15/17 (c)(f)	1,035,000		1,035,000
Class H, 4.0081% 4/15/17 (c)(f)	1,035,000		1,035,000
Class I, 4.2381% 4/15/17 (c)(f)	335,000		335,000
Class MOA3, 3.6881% 3/15/20 (c)(f)	4,590,000		4,590,000
CS First Boston Mortgage Securities Corp.:
floater:
Series 2001-TFLA Class G, 5.1381% 12/15/11 (c)(f)	3,720,000		3,702,795
Series 2002-TFLA Class C, 3.9688% 11/18/12 (c)(f)	3,675,000		3,674,923
Series 2003-TF2A Class A2, 3.7081% 11/15/14 (c)(f)	9,500,000		9,507,100
Series 2004-FL1 Class B, 3.8381% 5/15/14 (c)(f)	11,230,000		11,235,571
Series 2004-HC1:
Class A2, 3.8881% 12/15/21 (c)(f)	1,475,000		1,474,997
Class B, 4.1381% 12/15/21 (c)(f)	3,835,000		3,834,992
Series 2004-TF2A Class E, 3.8081% 11/15/19 (c)(f)	4,450,000		4,456,884
Series 2004-TFL1:
Class A2, 3.5781% 2/15/14 (c)(f)	7,005,000		7,007,087
Class E, 3.9381% 2/15/14 (c)(f)	2,800,000		2,806,033
Class F, 3.9881% 2/15/14 (c)(f)	2,325,000		2,330,394
Class G, 4.2381% 2/15/14 (c)(f)	1,875,000		1,880,617
Class H, 4.4881% 2/15/14 (c)(f)	1,400,000		1,403,733
Class J, 4.7881% 2/15/14 (c)(f)	750,000		753,724
Commercial Mortgage Securities - continued
	Principal Amount		Value
CS First Boston Mortgage Securities Corp.: - continued
Series 2005-TF2A Class F, 3.8881% 11/15/19 (c)(f)	$ 1,540,000		$ 1,542,381
Series 2005-TFLA:
Class C, 3.6281% 2/15/20 (c)(f)	5,650,000		5,649,989
Class E, 3.7181% 2/15/20 (c)(f)	3,955,000		3,954,992
Class F, 3.7681% 2/15/20 (c)(f)	1,745,000		1,744,997
Class G, 3.9081% 2/15/20 (c)(f)	505,000		504,998
Class H, 4.1381% 2/15/20 (c)(f)	715,000		714,998
sequential pay Series 1997-C2 Class A2, 6.52% 1/17/35	518,675		522,823
Series 2003-TFLA Class G, 3.7357% 4/15/13 (c)(f)	446,933		445,553
GMAC Commercial Mortgage Securities, Inc. floater Series 2001-FL1A Class E, 4.2% 2/11/11 (c)(f)	264,524		264,175
GS Mortgage Securities Corp. II floater Series 2005-FL7A Class A1, 3.5% 11/6/19 (c)(f)	10,526,054		10,527,180
ISTAR Asset Receivables Trust floater Series 2002-1A Class A2, 3.8613% 5/28/20 (c)(f)	2,727,545		2,728,117
John Hancock Tower Mortgage Trust floater Series 2003-C5A Class B, 5.6585% 4/10/15 (c)(f)	8,245,000		8,150,339
JP Morgan Chase Commercial Mortgage Security Corp.:
floater Series 2005-FL1A:
Class WH, 3.97% 6/15/19 (c)(f)	3,325,000		3,325,100
Class WJ, 4.17% 6/15/19 (c)(f)	2,045,000		2,045,061
Class WK, 4.57% 6/15/19 (c)(f)	3,065,000		3,065,092
Series 2005-FL1A Class WX1, 1.2068% 6/15/19 (c)(f)(g)	240,000,000		2,596,800
Lehman Brothers Floating Rate Commercial Mortgage Trust:
floater:
Series 2003-C4A:
Class F, 5.6% 7/11/15 (c)(f)	813,387		813,822
Class H, 6.35% 7/11/15 (c)(f)	8,267,264		8,287,932
Series 2003-LLFA:
Class A2, 3.77% 12/16/14 (c)(f)	11,700,000		11,707,744
Class B, 3.98% 12/16/14 (c)(f)	4,615,000		4,626,299
Class C, 4.08% 12/16/14 (c)(f)	4,982,000		4,997,311
Series 2005-LLFA Class FAIR, 5.1138% 7/15/19 (c)(d)(f)	4,360,000		4,360,000
Morgan Stanley Dean Witter Capital I Trust floater Series 2002-XLF Class F, 5.49% 8/5/14 (c)(f)	7,603,983		7,603,972
Commercial Mortgage Securities - continued
	Principal Amount		Value
Salomon Brothers Mortgage Securities VII, Inc.:
floater:
Series 2001-CDCA:
Class C, 4.1881% 2/15/13 (c)(f)	$ 10,495,000		$ 10,291,568
Class D, 4.1881% 2/15/13 (c)(f)	4,000,000		3,891,288
Series 2003-CDCA:
Class HEXB, 5.2881% 2/15/15 (c)(f)	770,000		771,001
Class JEXB, 5.4881% 2/15/15 (c)(f)	1,300,000		1,301,690
Class KEXB, 5.8881% 2/15/15 (c)(f)	960,000		961,248
Series 2000-NL1 Class E, 7.0607% 10/15/30 (c)(f)	3,657,956		3,672,236
SDG Macerich Properties LP floater Series 2000-1 Class A3, 3.7281% 5/15/09 (c)(f)	18,000,000		18,008,086
STRIPS III Ltd./STRIPS III Corp. floater Series 2004-1A Class A, 3.78% 3/24/18 (c)(f)	7,263,029		7,263,029
Wachovia Bank Commercial Mortgage Trust floater:
Series 2004-WHL3:
Class A2, 3.5681% 3/15/14 (c)(f)	3,510,000		3,511,290
Class E, 3.8881% 3/15/14 (c)(f)	2,190,000		2,192,749
Class F, 3.9381% 3/15/14 (c)(f)	1,755,000		1,757,120
Class G, 4% 3/15/14 (c)(f)	875,000		876,363
Series 2005-WL5A:
Class KHP1, 3.7381% 1/15/18 (c)(f)	1,745,000		1,745,000
Class KHP2, 3.9381% 1/15/18 (c)(f)	1,745,000		1,745,000
Class KHP3, 4.2381% 1/15/18 (c)(f)	2,060,000		2,060,000
Class KHP4, 4.3381% 1/15/18 (c)(f)	1,600,000		1,600,000
Class KHP5, 4.5381% 1/15/18 (c)(f)	1,855,000		1,855,000
TOTAL COMMERCIAL MORTGAGE SECURITIES (Cost $378,363,353)		378,866,012
Interfund Loans - 0.1%

With Fidelity Equity-Income Fund, at 3.43442% due 8/1/05 (b) (Cost $8,443,000)	8,443,000		8,443,000
Cash Equivalents - 40.4%
	Maturity Amount		Value
Investments in repurchase agreements (Collateralized by U.S. Government Obligations, in a joint trading account at 3.32%, dated 7/29/05 due 8/1/05) (i)	$ 2,354,814,398		$ 2,354,164,000
With Goldman Sachs & Co. at 3.41%, dated 7/1/05 due 8/23/05 (Collateralized by Mortgage Loan Obligations valued at $295,800,001, 0.9%- 10.36%, 4/18/17 - 6/25/44) (f)(h)	291,455,881		289,998,492
TOTAL CASH EQUIVALENTS (Cost $2,644,164,000)		2,644,162,492
TOTAL INVESTMENT PORTFOLIO - 102.2% (Cost $6,679,436,405)			6,685,115,608
NET OTHER ASSETS - (2.2)%			(140,968,200)
NET ASSETS - 100%		$ 6,544,147,408

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Sold
Eurodollar Contracts
73 Eurodollar 90 Day Index Contracts	Dec. 2005	$ 72,221,638	$ 34,806
49 Eurodollar 90 Day Index Contracts	March 2006	48,464,675	28,036
32 Eurodollar 90 Day Index Contracts	June 2006	31,645,600	16,247
27 Eurodollar 90 Day Index Contracts	Sept. 2006	26,698,612	16,355
26 Eurodollar 90 Day Index Contracts	Dec. 2006	25,707,500	14,421
24 Eurodollar 90 Day Index Contracts	March 2007	23,729,700	12,329
17 Eurodollar 90 Day Index Contracts	June 2007	16,807,688	5,970
16 Eurodollar 90 Day Index Contracts	Sept. 2007	15,818,200	5,711
15 Eurodollar 90 Day Index Contracts	Dec. 2007	14,828,250	5,590
15 Eurodollar 90 Day Index Contracts	March 2008	14,827,875	5,015
8 Eurodollar 90 Day Index Contracts	June 2008	7,907,800	7,518
7 Eurodollar 90 Day Index Contracts	Sept. 2008	6,918,888	6,885
TOTAL EURODOLLAR CONTRACTS			158,883
Swap Agreements
		Notional Amount	Value
Credit Default Swap
Receive from Citibank, upon default event of DaimlerChrysler NA Holding Corp., par value of the notional amount of DaimlerChrysler NA Holding Corp. 6.5% 11/15/13, and pay quarterly notional amount multiplied by .8%	June 2007	$ 14,000,000	$ (135,972)
Receive quarterly notional amount multiplied by 1.12% and pay Morgan Stanley, Inc. upon default of Comcast Cable Communications, Inc., par value of the notional amount of Comcast Cable Communications, Inc. 6.75% 1/30/11	June 2006	10,000,000	102,057
TOTAL CREDIT DEFAULT SWAP		24,000,000	(33,915)
Swap Agreements - continued
	Expiration Date	Notional Amount	Value
Total Return Swap
Receive monthly notional amount multiplied by the nominal spread appreciation of the Lehman Brothers CMBS U.S. Aggregate Index adjusted by a modified duration factor plus 10 basis points and pay monthly notional amount multiplied by the nominal spread depreciation of the Lehman Brothers CMBS U.S. Aggregate Index adjusted by a modified duration factor with Lehman Brothers, Inc.	Oct. 2005	$ 48,200,000	$ 46,335
Receive monthly notional amount multiplied by the nominal spread appreciation of the Lehman Brothers CMBS U.S. Aggregate Index adjusted by a modified duration factor plus 25 basis points and pay monthly notional amount multiplied by the nominal spread depreciation of the Lehman Brothers CMBS U.S. Aggregate Index adjusted by a modified duration factor with Lehman Brothers, Inc.	Dec. 2005	30,000,000	32,511
Receive monthly notional amount multiplied by the nominal spread appreciation of the Lehman Brothers CMBS U.S. Aggregate Index adjusted by a modified duration factor plus 30 basis points and pay monthly notional amount multiplied by the nominal spread depreciation of the Lehman Brothers CMBS U.S. Aggregate Index adjusted by a modified duration factor with Lehman Brothers, Inc.	August 2005	35,100,000	33,945
Swap Agreements - continued
	Expiration Date	Notional Amount	Value
Receive monthly notional amount multiplied by the nominal spread appreciation of the Lehman Brothers CMBS U.S. Aggregate Index adjusted by a modified duration factor plus 22 basis points and pay monthly notional amount multiplied by the nominal spread depreciation of the Lehman Brothers CMBS U.S. Aggregate Index adjusted by a modified duration factor with Lehman Brothers, Inc.	Jan. 2006	$ 35,100,000	$ 32,229
Receive monthly a return equal to Lehman Brothers ABS Floating Rate Index and pay monthly a floating rate based on the 1- month LIBOR minus 11.1 basis points with Lehman Brothers, Inc.	Nov. 2005	30,000,000	0
TOTAL TOTAL RETURN SWAP		178,400,000	145,020
		$ 202,400,000	$ 111,105

Legend

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

(b) Affiliated entity

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $994,635.

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

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

(h) The maturity amount is based on the rate at period end.

(i) Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement/ Counterparty	Value
$2,354,164,000 due 8/1/05 at 3.32%
Banc of America Securities LLC.	$ 471,596,247
Bank of America, National Association	244,985,063
Barclays Capital Inc.	979,940,254
Countrywide Securities Corporation	244,985,063
Morgan Stanley & Co. Incorporated.	351,411,107
UBS Securities LLC	61,246,266
	$ 2,354,164,000

Income Tax Information

At July 31, 2005, the aggregate cost of investment securities for income tax purposes was $6,679,021,266. Net unrealized appreciation aggregated $6,094,342, of which $11,067,257 related to appreciated investment securities and $4,972,915 related to depreciated investment securities.

Annual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

Annual Report

To Write Fidelity

We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

(letter_graphic)

Making Changes
To Your Account

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

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

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

(letter_graphic)

For Retirement
Accounts

Buying shares

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

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

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

Annual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
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123 South Lake Avenue
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16995 Bernardo Ctr. Drive
Rancho Bernardo, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
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265 Church Street
New Haven, CT

300 Atlantic Street
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29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
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Florida

4400 N. Federal Highway
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2948 N. Federal Highway
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1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

3501 PGA Boulevard
West Palm Beach, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

875 North Michigan Ave.
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
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Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

Annual Report

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Highway 35
Shrewsbury, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments
Money Management, Inc.

Fidelity Investments Japan Limited

Fidelity International
Investment Advisors

Fidelity International
Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

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

(automated graphic) Automated line for quickest service

TBD-UANN-0905
1.789712.102

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor

Total Bond

Fund - Class A, Class T, Class B
and Class C

Annual Report

July 31, 2005

Class A, Class T, Class B,
and Class C are classes of
Fidelity Total Bond Fund

(2_fidelity_logos) (Registered_Trademark)

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>
Board Approval of Investment Advisory Contracts and Management Fees	<Click Here>
Central Fund Investments	<Click Here>	Complete list of investments for Fidelity's fixed-income central funds.

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at 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 Corp. or an affiliated company.

Annual Report

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:

Best regards,

/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 July 31, 2005	Past 1 year	Life of fund^A
Class A (incl. 4.75% sales charge)^B	0.51%	3.98%
Class T (incl. 3.50% sales charge)^C	1.64%	4.39%
Class B (incl. contingent deferred sales charge)^D	-0.26%	4.50%
Class C (incl. contingent deferred sales charge)^E	3.63%	5.44%

^AFrom October 15, 2002.

^BClass A shares bear a 0.15% 12b-1 fee. The initial offering of Class A shares took place on June 16, 2004. Returns prior to June 16, 2004 are those of Total Bond, the original retail class of the fund, which does not bear a 12b-1 fee. Had Class A shares' 12b-1 fee been reflected, returns prior to June 16, 2004 would have been lower.

^CClass T shares bear a 0.25% 12b-1 fee. The initial offering of Class T shares took place on June 16, 2004. Returns prior to June 16, 2004 are those of Total Bond, the original retail class of the fund, which does not bear a 12b-1 fee. Had Class T shares' 12b-1 fee been reflected, returns prior to June 16, 2004 would have been lower.

^DClass B shares bear a 0.90% 12b-1 fee. The initial offering of Class B shares took place on June 16, 2004. Returns prior to June 16, 2004 are those of Total Bond, the original retail class of the fund, which does not bear a 12b-1 fee. Had Class B shares' 12b-1 fee been reflected, returns prior to June 16, 2004 would have been lower. Class B shares' contingent deferred sales charges included in past one year and life of fund total return figures are 4% and 3%, respectively.

^EClass C shares bear a 1.00% 12b-1 fee. The initial offering of Class C shares took place on June 16, 2004. Returns prior to June 16, 2004 are those of Fidelity Total Bond, the original retail class of the fund, which does not bear a 12b-1 fee. Had Class C shares' 12b-1 fee been reflected, returns prior to June 16, 2004 would have been lower. Class C shares' contingent deferred sales charges included in the past one year and life of fund total return figures are 1% and 0%, respectively.

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor Total Bond Fund - Class T on October 15, 2002, when the fund started, and the current 3.50% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the Lehman Brothers® U.S. Universal Index performed over the same period.

Annual Report

Management's Discussion of Fund Performance

Comments from Ford O'Neil, Portfolio Manager of FidelityAdvisor Total Bond Fund

During the past year, the fund's Class A, Class T, Class B and Class C shares returned 5.52%, 5.33%, 4.74% and 4.63%, respectively. In comparison, the Lehman Brothers U.S. Universal Index and the Lipper^SMIntermediate Investment Grade Debt Funds Average rose 5.53% and 4.36%, respectively. Benefiting the fund's performance was our sector selection. In particular, the decision to overweight high-yield corporate bonds and emerging-markets debt worked out well relative to the index, as these segments were boosted by a combination of strong demand for higher-yielding securities and improving creditworthiness. Security selection in both sectors also generally was advantageous. Within the investment-grade portion of the portfolio - which accounted for the majority of the fund's net assets and was the main driver of its absolute and relative returns - - our yield-curve positioning helped as the curve flattened. Security selection among investment-grade bonds also added value, with the fund's corporate bond holdings leading the way. However, positions in auto-related companies disappointed. Elsewhere, the decision to invest in high-quality securitized products - namely mortgage securities and asset-backed securities - worked in our favor, as did security selection within those segments. An allocation to Treasury Inflation-Protected Securities (TIPS) also contributed, as they posted strong gains throughout most of the year, although an underweighting in nominal Treasuries detracted from results.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2005 to July 31, 2005).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Beginning Account Value February 1, 2005	Ending Account Value July 31, 2005	Expenses Paid During Period* February 1, 2005 to July 31, 2005
Class A
Actual	$ 1,000.00	$ 1,010.10	$ 3.99**
Hypothetical^A	$ 1,000.00	$ 1,020.83	$ 4.01**
Class T
Actual	$ 1,000.00	$ 1,009.60	$ 4.48**
Hypothetical^A	$ 1,000.00	$ 1,020.33	$ 4.51**
Class B
Actual	$ 1,000.00	$ 1,006.30	$ 7.71**
Hypothetical^A	$ 1,000.00	$ 1,017.11	$ 7.75**
	Beginning Account Value February 1, 2005	Ending Account Value July 31, 2005	Expenses Paid During Period* February 1, 2005 to July 31, 2005
Class C
Actual	$ 1,000.00	$ 1,006.70	$ 8.21**
Hypothetical^A	$ 1,000.00	$ 1,016.61	$ 8.25**
Total Bond
Actual	$ 1,000.00	$ 1,011.40	$ 2.89**
Hypothetical^A	$ 1,000.00	$ 1,021.92	$ 2.91**
Institutional Class
Actual	$ 1,000.00	$ 1,012.20	$ 2.99**
Hypothetical^A	$ 1,000.00	$ 1,021.82	$ 3.01**

^A5% return per year before expenses

	Annualized Expense Ratio
Class A	.80%**
Class T	.90%**
Class B	1.55%**
Class C	1.65%**
Total Bond	.58%**
Institutional Class	.60%**

	Annualized Expense Ratio	Expenses Paid
Class A	.74%
Actual		$ 3.69
Hypothetical^A		$ 3.71
Class T	.82%
Actual		$ 4.09
Hypothetical^A		$ 4.11
Class B	1.47%
Actual		$ 7.31
Hypothetical^A		$ 7.35
Class C	1.61%
Actual		$ 8.01
Hypothetical^A		$ 8.05
Total Bond	.45%
Actual		$ 2.24
Hypothetical^A		$ 2.26
Institutional Class	.49%
Actual		$ 2.45
Hypothetical^A		$ 2.46

^A5% return per year before expenses

Annual Report

Investment Changes

Quality Diversification (% of fund's net assets)
As of July 31, 2005		As of January 31, 2005
	U.S. Government and U.S. Government Agency Obligations 56.7%		U.S. Government and U.S.Government Agency Obligations 54.8%
	AAA 7.7%		AAA 5.2%
	AA 3.2%		AA 3.6%
	A 6.2%		A 7.4%
	BBB 13.4%		BBB 12.9%
	BB and Below 9.0%		BB and Below 9.0%
	Not Rated 0.8%		Not Rated 1.4%
	Equities 0.0%		Equities 0.0%
	Short-Term Investments and Net Other Assets 3.0%		Short-Term Investments and Net Other Assets 5.7%

Average Years to Maturity as of July 31, 2005
		6 months ago
Years	6.2	5.4

Average years to maturity is based on the average time remaining until principal payments are expected from each of the fund's bonds, weighted by dollar amount.

Duration as of July 31, 2005
		6 months ago
Years	4.0	4.0

Asset Allocation (% of fund's net assets)
As of July 31, 2005 *			As of January 31, 2005 **
	Corporate Bonds 22.3%			Corporate Bonds 23.3%
	U.S. Government and U.S. Government Agency Obligations 56.7%			U.S. Government and U.S. Government Agency Obligations 54.8%
	Asset-Backed Securities 7.6%			Asset-Backed Securities 6.2%
	CMOs and Other Mortgage Related Securities 7.9%			CMOs and Other Mortgage Related Securities 7.1%
	Other Investments 2.5%			Other Investments 2.9%
	Short-Term Investments and Net Other Assets 3.0%			Short-Term Investments and Net Other Assets 5.7%
* Foreign investments		6.7%	** Foreign investments		7.6%

* Futures and Swaps

6.8%

** Futures and Swaps

4.9%

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

Annual Report

Investments July 31, 2005

Showing Percentage of Net Assets

Nonconvertible Bonds - 21.8%
	Principal Amount		Value (Note 1)
CONSUMER DISCRETIONARY - 4.2%
Auto Components - 0.1%
Affinia Group, Inc. 9% 11/30/14 (e)	$ 30,000		$ 24,000
Delco Remy International, Inc. 11% 5/1/09	50,000		44,000
Tenneco Automotive, Inc. 8.625% 11/15/14	105,000		108,938
TRW Automotive Acquisition Corp. 9.375% 2/15/13	87,000		97,440
Visteon Corp. 7% 3/10/14	190,000		164,350
			438,728
Automobiles - 0.5%
Ford Motor Co.:
6.625% 10/1/28	125,000		97,581
7.45% 7/16/31	915,000		775,789
General Motors Corp.:
8.25% 7/15/23	135,000		120,825
8.375% 7/15/33	1,510,000		1,362,775
			2,356,970
Diversified Consumer Services - 0.1%
Carriage Services, Inc. 7.875% 1/15/15 (e)	200,000		208,500
Service Corp. International (SCI):
6.5% 3/15/08	75,000		76,875
6.75% 4/1/16	55,000		56,169
			341,544
Hotels, Restaurants & Leisure - 1.0%
Argosy Gaming Co. 7% 1/15/14	80,000		88,400
Bally Total Fitness Holding Corp.:
9.875% 10/15/07	15,000		13,275
10.5% 7/15/11	120,000		121,800
Carrols Corp. 9% 1/15/13 (e)	105,000		108,938
Domino's, Inc. 8.25% 7/1/11	55,000		58,850
Friendly Ice Cream Corp. 8.375% 6/15/12	70,000		68,600
Gaylord Entertainment Co.:
6.75% 11/15/14	50,000		49,625
8% 11/15/13	225,000		239,918
Herbst Gaming, Inc.:
7% 11/15/14	50,000		50,875
8.125% 6/1/12	70,000		74,550
HMH Properties, Inc. 7.875% 8/1/08	45,000		45,563
Host Marriott LP 7.125% 11/1/13	35,000		36,621
Landry's Seafood Restaurants, Inc. 7.5% 12/15/14	390,000		385,613
MGM MIRAGE:
6% 10/1/09	50,000		50,125
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Hotels, Restaurants & Leisure - continued
MGM MIRAGE: - continued
8.375% 2/1/11	$ 40,000		$ 43,752
Mohegan Tribal Gaming Authority 7.125% 8/15/14	40,000		42,000
Morton's Restaurant Group, Inc. 7.5% 7/1/10	65,000		64,675
MTR Gaming Group, Inc. 9.75% 4/1/10	135,000		146,813
Park Place Entertainment Corp. 7.875% 12/15/05	50,000		50,625
Penn National Gaming, Inc.:
6.875% 12/1/11	80,000		82,000
8.875% 3/15/10	100,000		106,375
Pinnacle Entertainment, Inc. 8.25% 3/15/12	140,000		147,700
Resorts International Hotel & Casino, Inc. 11.5% 3/15/09	225,000		255,375
Scientific Games Corp. 6.25% 12/15/12 (e)	30,000		30,450
Seneca Gaming Corp.:
7.25% 5/1/12 (Reg. S) (e)	70,000		72,625
7.25% 5/1/12	50,000		51,875
Six Flags, Inc. 9.625% 6/1/14	180,000		174,600
Speedway Motorsports, Inc. 6.75% 6/1/13	100,000		103,625
Station Casinos, Inc.:
6% 4/1/12	70,000		71,225
6.5% 2/1/14	40,000		41,052
6.875% 3/1/16	100,000		103,000
Sun International Hotels Ltd./Sun International North America, Inc. 8.875% 8/15/11	325,000		347,344
Town Sports International, Inc. 9.625% 4/15/11	165,000		174,900
Universal City Development Partners Ltd./UCDP Finance, Inc. 11.75% 4/1/10	95,000		109,136
Uno Restaurant Corp. 10% 2/15/11 (e)	80,000		77,200
Vail Resorts, Inc. 6.75% 2/15/14	60,000		61,350
Virgin River Casino Corp./RBG LLC/B&BB, Inc.:
0% 1/15/13 (c)(e)	40,000		28,400
9% 1/15/12 (e)	30,000		31,500
Waterford Gaming LLC/Waterford Gaming Finance Corp. 8.625% 9/15/12 (e)	46,000		49,680
Wheeling Island Gaming, Inc. 10.125% 12/15/09	160,000		169,600
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 6.625% 12/1/14	160,000		156,000
			4,185,630
Household Durables - 0.2%
Champion Enterprises, Inc. 7.625% 5/15/09	70,000		70,700
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Household Durables - continued
Goodman Global Holdings, Inc. 7.875% 12/15/12 (e)	$ 80,000		$ 76,000
K. Hovnanian Enterprises, Inc.:
6.25% 1/15/15	50,000		49,890
6.5% 1/15/14	100,000		101,750
8.875% 4/1/12	10,000		10,800
Sealy Mattress Co. 8.25% 6/15/14	50,000		53,250
Technical Olympic USA, Inc.:
7.5% 3/15/11	110,000		103,950
7.5% 1/15/15	175,000		161,000
WCI Communities, Inc. 9.125% 5/1/12	35,000		36,925
William Lyon Homes, Inc. 10.75% 4/1/13	110,000		121,000
			785,265
Media - 2.1%
AMC Entertainment, Inc. 8.625% 8/15/12	60,000		62,400
AOL Time Warner, Inc. 7.625% 4/15/31	500,000		616,090
British Sky Broadcasting Group PLC (BSkyB) yankee 8.2% 7/15/09	1,000,000		1,114,287
Cablevision Systems Corp.:
7.88% 4/1/09 (i)	40,000		41,200
8% 4/15/12	230,000		230,575
CanWest Media, Inc. 8% 9/15/12	30,000		32,025
Charter Communications Holding II LLC/Charter Communications Holdings II Capital Corp. 10.25% 9/15/10	115,000		118,738
Charter Communications Operating LLC/Charter Communications Operating Capital Corp. 8.375% 4/30/14 (e)	70,000		70,613
Cinemark, Inc. 0% 3/15/14 (c)	100,000		68,750
Comcast Corp. 5.85% 1/15/10	500,000		520,067
Cox Communications, Inc.:
4.625% 6/1/13	90,000		86,026
7.125% 10/1/12	970,000		1,071,758
CSC Holdings, Inc.:
6.75% 4/15/12 (e)	160,000		154,800
7.875% 2/15/18	50,000		49,813
8.125% 7/15/09	65,000		66,950
Dex Media, Inc.:
0% 11/15/13 (c)	95,000		77,663
0% 11/15/13 (c)	5,000		4,088
8% 11/15/13	10,000		10,700
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Media - continued
EchoStar DBS Corp.:
6.375% 10/1/11	$ 150,000		$ 149,250
9.125% 1/15/09	72,000		76,680
Entercom Radio LLC/Entercom Capital, Inc. 7.625% 3/1/14	50,000		52,250
Granite Broadcasting Corp. 9.75% 12/1/10	40,000		37,100
Houghton Mifflin Co.:
8.25% 2/1/11	100,000		105,000
9.875% 2/1/13	145,000		158,050
iesy Repository Gmbh 10.375% 2/15/15 (e)	80,000		80,800
Innova S. de R.L. 9.375% 9/19/13	85,000		95,519
Insight Midwest LP/Insight Capital, Inc. 9.75% 10/1/09	100,000		103,625
Liberty Media Corp.:
5.7% 5/15/13	500,000		462,739
8.25% 2/1/30	740,000		746,690
8.5% 7/15/29	130,000		132,621
LodgeNet Entertainment Corp. 9.5% 6/15/13	190,000		207,100
MediaNews Group, Inc. 6.375% 4/1/14	100,000		96,250
News America Holdings, Inc. 7.75% 12/1/45	170,000		205,897
News America, Inc. 6.2% 12/15/34	330,000		342,944
Nexstar Broadcasting, Inc.:
7% 1/15/14	130,000		120,900
7% 1/15/14 (e)	70,000		65,100
PanAmSat Corp. 9% 8/15/14	84,000		92,610
PRIMEDIA, Inc.:
7.625% 4/1/08	84,000		84,840
8.875% 5/15/11	25,000		26,250
Rainbow National LLC & RNS Co. Corp.:
8.75% 9/1/12 (e)	30,000		33,000
10.375% 9/1/14 (e)	30,000		34,575
Rogers Cable, Inc. 6.75% 3/15/15	50,000		51,625
The Reader's Digest Association, Inc. 6.5% 3/1/11	70,000		71,750
Time Warner Entertainment Co. LP 8.375% 7/15/33	1,000,000		1,310,939
			9,340,647
Specialty Retail - 0.1%
Asbury Automotive Group, Inc.:
8% 3/15/14	60,000		59,550
9% 6/15/12	15,000		15,563
General Nutrition Centers, Inc. 8.625% 1/15/11	80,000		76,100
Nebraska Book Co., Inc. 8.625% 3/15/12	90,000		85,725
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Sonic Automotive, Inc. 8.625% 8/15/13	$ 165,000		$ 169,950
The Pep Boys - Manny, Moe & Jack 7.5% 12/15/14	55,000		50,050
United Auto Group, Inc. 9.625% 3/15/12	50,000		54,000
			510,938
Textiles, Apparel & Luxury Goods - 0.1%
Jostens IH Corp. 7.625% 10/1/12	40,000		40,700
Levi Strauss & Co.:
8.2544% 4/1/12 (i)	70,000		70,000
9.75% 1/15/15	180,000		189,000
12.25% 12/15/12	65,000		73,288
			372,988
TOTAL CONSUMER DISCRETIONARY			18,332,710
CONSUMER STAPLES - 0.8%
Beverages - 0.1%
FBG Finance Ltd. 5.125% 6/15/15 (e)	425,000		417,587
Food & Staples Retailing - 0.1%
Ahold Finance USA, Inc.:
6.25% 5/1/09	40,000		40,800
6.875% 5/1/29	170,000		161,500
8.25% 7/15/10	40,000		43,800
Jean Coutu Group, Inc.:
7.625% 8/1/12	30,000		31,200
8.5% 8/1/14	60,000		59,550
Rite Aid Corp. 6% 12/15/05 (e)	20,000		20,100
Stater Brothers Holdings, Inc. 8.125% 6/15/12	80,000		80,600
			437,550
Food Products - 0.4%
B&G Foods, Inc. 8% 10/1/11	40,000		41,300
Cadbury Schweppes U.S. Finance LLC:
3.875% 10/1/08 (e)	90,000		87,885
5.125% 10/1/13 (e)	1,060,000		1,055,387
Del Monte Corp. 6.75% 2/15/15 (e)	60,000		61,350
Doane Pet Care Co.:
9.75% 5/15/07	50,000		49,250
10.75% 3/1/10	125,000		135,000
National Beef Packing Co. LLC/National Beef Finance Corp. 10.5% 8/1/11	120,000		127,500
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
CONSUMER STAPLES - continued
Food Products - continued
Pierre Foods, Inc. 9.875% 7/15/12	$ 40,000		$ 41,800
United Agriculture Products, Inc. 8.25% 12/15/11	147,000		155,085
			1,754,557
Household Products - 0.1%
Fort James Corp. 6.875% 9/15/07	150,000		156,563
Personal Products - 0.0%
Revlon Consumer Products Corp. 9.5% 4/1/11	100,000		96,000
Tobacco - 0.1%
Altria Group, Inc. 7% 11/4/13	400,000		438,346
TOTAL CONSUMER STAPLES			3,300,603
ENERGY - 2.1%
Energy Equipment & Services - 0.3%
Cooper Cameron Corp. 2.65% 4/15/07	340,000		328,336
Diamond Offshore Drilling, Inc. 4.875% 7/1/15 (e)	885,000		866,882
Dresser-Rand Group, Inc. 7.375% 11/1/14 (e)	50,000		52,375
Hanover Compressor Co. 8.625% 12/15/10	20,000		21,200
Hanover Equipment Trust 8.75% 9/1/11	50,000		53,375
Petronas Capital Ltd. 7% 5/22/12 (e)	5,000		5,609
Universal Compression, Inc. 7.25% 5/15/10	40,000		41,700
			1,369,477
Oil, Gas & Consumable Fuels - 1.8%
Amerada Hess Corp. 6.65% 8/15/11	110,000		119,464
ANR Pipeline, Inc. 9.625% 11/1/21	100,000		127,750
Arch Western Finance LLC 6.75% 7/1/13	100,000		103,500
Canadian Oil Sands Ltd. 4.8% 8/10/09 (e)	490,000		486,712
Chesapeake Energy Corp.:
6.875% 1/15/16	50,000		52,190
7.75% 1/15/15	30,000		32,550
El Paso Energy Corp.:
7.375% 12/15/12	5,000		5,069
7.75% 1/15/32	15,000		15,150
8.05% 10/15/30	95,000		97,256
El Paso Production Holding Co. 7.75% 6/1/13	140,000		148,750
Empresa Nacional de Petroleo 6.75% 11/15/12 (e)	300,000		326,272
EnCana Holdings Finance Corp. 5.8% 5/1/14	240,000		253,201
Enterprise Products Operating LP 5.75% 3/1/35 (e)	300,000		286,865
Foundation Pennsylvania Coal Co. 7.25% 8/1/14	50,000		52,750
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
General Maritime Corp. 10% 3/15/13	$ 310,000		$ 338,675
Giant Industries, Inc. 8% 5/15/14	130,000		136,175
Hurricane Finance BV:
9.625% 2/12/10 (e)	25,000		27,438
9.625% 2/12/10 (Reg. S)	35,000		38,413
Kinder Morgan Energy Partners LP 5.8% 3/15/35	300,000		298,296
Markwest Energy Partners LP/ Markwest Energy Finance Corp. 6.875% 11/1/14 (e)	146,000		147,460
Massey Energy Co. 6.625% 11/15/10	40,000		41,200
Newfield Exploration Co. 6.625% 9/1/14	90,000		94,275
Nexen, Inc. 5.875% 3/10/35	600,000		595,049
OAO Gazprom:
9.625% 3/1/13	240,000		291,600
10.5% 10/21/09	90,000		106,650
Overseas Shipholding Group, Inc.:
7.5% 2/15/24	55,000		53,350
8.25% 3/15/13	40,000		42,600
Pan American Energy LLC 7.125% 10/27/09 (e)	100,000		102,000
Peabody Energy Corp. 6.875% 3/15/13	20,000		21,150
Pemex Project Funding Master Trust:
6.125% 8/15/08	250,000		256,250
6.625% 6/15/35 (e)	780,000		752,700
7.375% 12/15/14	500,000		552,500
Petrobras Energia SA 9.375% 10/30/13	65,000		71,500
Range Resources Corp.:
6.375% 3/15/15 (Reg. S)	90,000		90,450
7.375% 7/15/13	40,000		42,600
Ship Finance International Ltd. 8.5% 12/15/13	330,000		315,975
Teekay Shipping Corp. 8.875% 7/15/11	30,000		34,350
The Coastal Corp.:
6.375% 2/1/09	5,000		4,925
6.5% 6/1/08	150,000		149,063
6.7% 2/15/27	65,000		65,731
7.75% 6/15/10	200,000		205,750
Williams Co., Inc. Credit Linked Certificate Trust III 6.75% 4/15/09 (e)	215,000		223,869
Williams Companies, Inc.:
7.125% 9/1/11	5,000		5,450
7.625% 7/15/19	30,000		34,275
7.875% 9/1/21	35,000		40,381
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Williams Companies, Inc.: - continued
8.125% 3/15/12	$ 30,000		$ 34,650
8.75% 3/15/32	165,000		203,775
YPF SA:
10% 11/2/28	30,000		36,300
yankee 9.125% 2/24/09	45,000		49,163
			7,611,467
TOTAL ENERGY			8,980,944
FINANCIALS - 6.0%
Capital Markets - 1.5%
Bank of New York Co., Inc.:
3.4% 3/15/13 (i)	100,000		96,459
4.25% 9/4/12 (i)	205,000		203,356
Credit Suisse First Boston (USA), Inc. 4.7% 6/1/09	440,000		441,502
E*TRADE Financial Corp. 8% 6/15/11	265,000		279,575
Equinox Holdings Ltd. 9% 12/15/09	90,000		93,600
Franklin Resources, Inc. 3.7% 4/15/08	1,135,000		1,107,274
Goldman Sachs Group, Inc.:
5.7% 9/1/12	1,100,000		1,147,915
6.6% 1/15/12	500,000		545,548
Lazard LLC 7.125% 5/15/15 (e)	685,000		681,889
Legg Mason, Inc. 6.75% 7/2/08	30,000		31,868
Merrill Lynch & Co., Inc. 4.25% 2/8/10	685,000		672,342
Morgan Stanley 6.6% 4/1/12	1,100,000		1,199,734
			6,501,062
Commercial Banks - 0.7%
Bank of America Corp. 7.4% 1/15/11	780,000		885,848
Corporacion Andina de Fomento 5.2% 5/21/13	35,000		35,055
Korea Development Bank:
3.875% 3/2/09	685,000		665,324
4.75% 7/20/09	320,000		319,925
5.75% 9/10/13	170,000		178,008
Standard Bank London Ltd. 8.125% 9/30/09	100,000		104,760
Vimpel Communications 10% 6/16/09 (Issued by UBS Luxembourg SA for Vimpel Communications)	100,000		107,750
Wachovia Bank NA 4.875% 2/1/15	600,000		595,542
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
FINANCIALS - continued
Commercial Banks - continued
Wachovia Corp. 4.875% 2/15/14	$ 175,000		$ 173,732
Western Financial Bank 9.625% 5/15/12	15,000		16,500
			3,082,444
Consumer Finance - 0.6%
AmeriCredit Corp. 9.25% 5/1/09	65,000		69,063
Capital One Bank 6.5% 6/13/13	1,090,000		1,181,679
Ford Motor Credit Co.:
6.625% 6/16/08	90,000		90,000
7.375% 2/1/11	1,000,000		993,484
Household Finance Corp. 4.125% 11/16/09	170,000		166,008
Triad Acquisition Corp. 11.125% 5/1/13 (e)	105,000		108,150
			2,608,384
Diversified Financial Services - 0.5%
CCO Holdings LLC/CCO Holdings Capital Corp. 8.75% 11/15/13	70,000		69,475
Global Cash Access LLC/Global Cash Access Finance Corp. 8.75% 3/15/12	105,000		113,537
JPMorgan Chase & Co. 4.875% 3/15/14	1,475,000		1,458,077
Prime Property Funding II, Inc. 5.125% 6/1/15 (e)	510,000		496,728
Refco Finance Holdings LLC/Refco Finance, Inc. 9% 8/1/12	105,000		113,400
Universal City Florida Holding Co. I/II 8.375% 5/1/10	30,000		31,500
			2,282,717
Insurance - 0.3%
Aegon NV 4.75% 6/1/13	500,000		492,638
Marsh & McLennan Companies, Inc. 7.125% 6/15/09	589,000		628,114
UnumProvident Corp. 7.625% 3/1/11	150,000		158,538
			1,279,290
Real Estate - 1.8%
American Real Estate Partners/American Real Estate Finance Corp.:
7.125% 2/15/13 (e)	115,000		115,000
8.125% 6/1/12	85,000		89,250
Archstone Smith Operating Trust 5.25% 5/1/15	805,000		803,981
Arden Realty LP 5.25% 3/1/15	1,210,000		1,186,513
Boston Properties, Inc. 6.25% 1/15/13	365,000		388,563
Camden Property Trust 5.875% 11/30/12	200,000		205,950
CarrAmerica Realty Corp. 5.25% 11/30/07	200,000		201,021
CB Richard Ellis Services, Inc. 9.75% 5/15/10	10,000		11,100
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
FINANCIALS - continued
Real Estate - continued
Developers Diversified Realty Corp.:
5% 5/3/10	$ 350,000		$ 348,525
5.25% 4/15/11	205,000		206,077
EOP Operating LP:
4.65% 10/1/10	595,000		583,725
4.75% 3/15/14	135,000		130,848
7% 7/15/11	500,000		549,080
Gables Realty LP:
5% 3/15/10	105,000		102,820
5.75% 7/15/07	970,000		985,739
Healthcare Realty Trust, Inc. 5.125% 4/1/14	145,000		140,084
La Quinta Properties, Inc. 7% 8/15/12	50,000		51,938
MeriStar Hospitality Corp. 8.75% 8/15/07	50,000		50,000
MeriStar Hospitality Operating Partnership LP/MeriStar Hospitality Finance Corp. II 10.5% 6/15/09	100,000		106,500
Omega Healthcare Investors, Inc. 7% 4/1/14	70,000		71,225
Senior Housing Properties Trust 7.875% 4/15/15	20,000		21,550
Simon Property Group LP:
5.1% 6/15/15 (e)	485,000		477,725
5.625% 8/15/14	1,000,000		1,024,214
Ventas Realty LP/Ventas Capital Corp. 6.625% 10/15/14 (e)	60,000		61,500
			7,912,928
Thrifts & Mortgage Finance - 0.6%
Countrywide Home Loans, Inc. 4% 3/22/11	415,000		394,901
Independence Community Bank Corp. 3.75% 4/1/14 (i)	120,000		115,358
Residential Capital Corp. 6.375% 6/30/10 (e)	685,000		695,810
Washington Mutual, Inc. 4.375% 1/15/08	1,200,000		1,194,078
			2,400,147
TOTAL FINANCIALS			26,066,972
HEALTH CARE - 0.4%
Health Care Equipment & Supplies - 0.0%
Medical Device Manufacturing, Inc. 10% 7/15/12	50,000		53,750
PerkinElmer, Inc. 8.875% 1/15/13	20,000		22,300
Spheris, Inc. 11% 12/15/12 (e)	50,000		48,500
			124,550
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
HEALTH CARE - continued
Health Care Providers & Services - 0.3%
AmeriPath, Inc. 10.5% 4/1/13	$ 80,000		$ 80,800
AMR HoldCo, Inc./ EmCare HoldCo, Inc. 10% 2/15/15 (e)	60,000		64,200
Community Health Systems, Inc. 6.5% 12/15/12	80,000		81,000
Concentra Operating Corp.:
9.125% 6/1/12	10,000		10,600
9.5% 8/15/10	110,000		117,150
DaVita, Inc.:
6.625% 3/15/13 (e)	40,000		41,400
7.25% 3/15/15 (e)	265,000		274,275
HealthSouth Corp.:
7.625% 6/1/12	130,000		127,400
8.5% 2/1/08	85,000		86,063
IASIS Healthcare LLC/IASIS Capital Corp. 8.75% 6/15/14	100,000		108,500
Psychiatric Solutions, Inc. 7.75% 7/15/15 (e)	50,000		51,250
Rural/Metro Corp. 9.875% 3/15/15 (e)	30,000		30,150
Tenet Healthcare Corp.:
6.375% 12/1/11	75,000		71,063
6.5% 6/1/12	15,000		14,250
7.375% 2/1/13	75,000		72,938
U.S. Oncology, Inc.:
9% 8/15/12	30,000		32,775
10.75% 8/15/14	80,000		90,000
			1,353,814
Pharmaceuticals - 0.1%
CDRV Investors, Inc. 0% 1/1/15 (c)	100,000		49,500
Elan Finance PLC/Elan Finance Corp. 7.75% 11/15/11 (e)	50,000		43,000
Mylan Laboratories, Inc. 6.375% 8/15/15 (e)	60,000		60,150
VWR International, Inc.:
6.875% 4/15/12	30,000		29,625
8% 4/15/14	30,000		28,800
Warner Chilcott Corp. 8.75% 2/1/15 (e)	80,000		79,600
			290,675
TOTAL HEALTH CARE			1,769,039
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
INDUSTRIALS - 1.6%
Aerospace & Defense - 0.3%
BAE Systems Holdings, Inc. 4.75% 8/15/10 (e)	$ 525,000		$ 520,787
BE Aerospace, Inc. 8.5% 10/1/10	100,000		110,500
Bombardier, Inc. 6.3% 5/1/14 (e)	340,000		319,600
K & F Acquisition, Inc. 7.75% 11/15/14	40,000		41,000
Orbital Sciences Corp. 9% 7/15/11	135,000		146,475
			1,138,362
Airlines - 0.7%
American Airlines, Inc. pass thru trust certificates:
6.817% 5/23/11	50,000		47,875
6.855% 10/15/10	67,869		69,821
6.977% 11/23/22	10,708		9,985
6.978% 10/1/12	137,745		143,199
7.024% 4/15/11	365,000		379,361
7.377% 5/23/19	46,728		35,046
7.379% 5/23/16	45,678		34,259
7.8% 4/1/08	65,000		62,725
AMR Corp. 9% 8/1/12	85,000		68,000
Continental Airlines, Inc. pass thru trust certificates:
6.648% 3/15/19	360,532		355,257
6.795% 2/2/20	478,190		411,244
Delta Air Lines, Inc.:
7.9% 12/15/09	50,000		13,500
9.5% 11/18/08 (e)	61,000		48,800
Delta Air Lines, Inc. pass thru trust certificates:
7.111% 3/18/13	340,000		318,750
7.299% 9/18/06	1,000		440
7.57% 11/18/10	705,000		655,613
7.779% 11/18/05	3,000		1,800
7.779% 1/2/12	22,350		9,834
7.92% 5/18/12	135,000		79,650
Northwest Airlines, Inc.:
7.875% 3/15/08	25,000		10,875
9.875% 3/15/07	60,000		31,200
Northwest Airlines, Inc. pass thru trust certificates:
7.068% 7/2/17	7,800		5,304
7.626% 4/1/10	32,062		18,276
7.67% 1/2/15	8,270		5,872
			2,816,686
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
INDUSTRIALS - continued
Building Products - 0.0%
Jacuzzi Brands, Inc. 9.625% 7/1/10	$ 20,000		$ 22,000
Nortek, Inc. 8.5% 9/1/14	100,000		97,000
			119,000
Commercial Services & Supplies - 0.1%
Adesa, Inc. 7.625% 6/15/12	50,000		51,000
ALH Finance LLC/ALH Finance Corp. 8.5% 1/15/13	25,000		24,125
Allied Waste North America, Inc.:
5.75% 2/15/11	70,000		66,150
7.875% 4/15/13	20,000		20,724
Buhrmann US, Inc. 7.875% 3/1/15 (e)	50,000		49,375
Cenveo Corp. 7.875% 12/1/13	60,000		57,900
FTI Consulting, Inc. 7.625% 6/15/13 (e)	30,000		30,450
			299,724
Electrical Equipment - 0.0%
General Cable Corp. 9.5% 11/15/10	20,000		21,400
Sensus Metering Systems, Inc. 8.625% 12/15/13	20,000		18,700
			40,100
Industrial Conglomerates - 0.2%
Hutchison Whampoa International 03/13 Ltd. 6.5% 2/13/13 (e)	190,000		202,736
Hutchison Whampoa International 03/33 Ltd. 7.45% 11/24/33 (e)	720,000		835,641
			1,038,377
Machinery - 0.1%
Accuride Corp. 8.5% 2/1/15	80,000		83,200
Commercial Vehicle Group, Inc. 8% 7/1/13 (e)	50,000		52,000
Dresser, Inc. 9.375% 4/15/11	15,000		15,750
Invensys PLC 9.875% 3/15/11 (e)	245,000		243,775
Navistar International Corp. 7.5% 6/15/11	30,000		30,750
Park-Ohio Industries, Inc. 8.375% 11/15/14 (e)	60,000		56,400
Standard Aero Holdings, Inc. 8.25% 9/1/14 (e)	60,000		63,600
Terex Corp. 7.375% 1/15/14	100,000		105,000
			650,475
Marine - 0.1%
American Commercial Lines LLC/ACL Finance Corp. 9.5% 2/15/15	110,000		119,900
H-Lines Finance Holding Corp. 0% 4/1/13 (c)(e)	40,000		32,100
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
INDUSTRIALS - continued
Marine - continued
Horizon Lines LLC/Holdings Corp. 9% 11/1/12 (e)	$ 40,000		$ 43,000
OMI Corp. 7.625% 12/1/13	95,000		96,663
			291,663
Road & Rail - 0.1%
Kansas City Southern Railway Co. 7.5% 6/15/09	100,000		103,000
Progress Rail Services Corp./Progress Metal Reclamation Co. 7.75% 4/1/12 (e)	100,000		102,250
TFM SA de CV 9.375% 5/1/12 (e)	85,000		90,950
			296,200
Trading Companies & Distributors - 0.0%
Ashtead Holdings PLC 8.625% 8/1/15 (e)(f)	75,000		77,625
Neff Rent LLC/Neff Finance Corp. 11.25% 6/15/12 (e)	50,000		51,750
			129,375
TOTAL INDUSTRIALS			6,819,962
INFORMATION TECHNOLOGY - 0.4%
Communications Equipment - 0.1%
L-3 Communications Corp. 6.375% 10/15/15 (e)	120,000		121,350
Nortel Networks Corp. 6.125% 2/15/06	65,000		65,325
			186,675
Electronic Equipment & Instruments - 0.0%
Celestica, Inc. 7.875% 7/1/11	100,000		103,250
IT Services - 0.1%
Iron Mountain, Inc. 6.625% 1/1/16	120,000		113,400
SunGard Data Systems, Inc.:
9.125% 8/15/13 (e)(f)	225,000		233,438
10.25% 8/15/15 (e)(f)	210,000		217,875
			564,713
Office Electronics - 0.1%
Xerox Capital Trust I 8% 2/1/27	130,000		135,200
Xerox Corp.:
7.125% 6/15/10	20,000		21,200
7.2% 4/1/16	165,000		179,850
7.625% 6/15/13	60,000		63,900
			400,150
Semiconductors & Semiconductor Equipment - 0.1%
Amkor Technology, Inc. 7.75% 5/15/13	65,000		55,575
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Freescale Semiconductor, Inc. 7.125% 7/15/14	$ 60,000		$ 64,200
MagnaChip Semiconductor SA/MagnaChip Semiconductor Finance Co.:
6.875% 12/15/11 (e)	25,000		24,750
8% 12/15/14 (e)	80,000		77,400
New ASAT Finance Ltd. 9.25% 2/1/11	60,000		48,600
Viasystems, Inc. 10.5% 1/15/11	140,000		137,200
			407,725
TOTAL INFORMATION TECHNOLOGY			1,662,513
MATERIALS - 1.3%
Chemicals - 0.5%
BCP Crystal U.S. Holdings Corp. 9.625% 6/15/14	110,000		124,300
Berry Plastics Corp. 10.75% 7/15/12	80,000		87,600
Borden US Finance Corp./Nova Scotia Finance ULC:
8.3488% 7/15/10 (e)(i)	70,000		69,300
9% 7/15/14 (e)	70,000		72,100
Braskem SA 11.75% 1/22/14 (e)	25,000		29,500
Crystal US Holding 3 LLC/Crystal US Sub 3 Corp. Series B, 0% 10/1/14 (c)	100,000		72,000
Equistar Chemicals LP:
6.5% 2/15/06	75,000		75,375
7.55% 2/15/26	100,000		93,500
Equistar Chemicals LP/Equistar Funding Corp. 10.625% 5/1/11	145,000		161,313
Georgia Gulf Corp. 7.125% 12/15/13	90,000		94,500
Huntsman International LLC 9.875% 3/1/09	115,000		122,906
Innophos, Inc. 8.875% 8/15/14 (e)	30,000		30,825
Lyondell Chemical Co.:
9.625% 5/1/07	200,000		212,500
10.875% 5/1/09	55,000		56,925
Millennium America, Inc. 9.25% 6/15/08	230,000		251,275
Nalco Co.:
7.75% 11/15/11	130,000		138,450
8.875% 11/15/13	100,000		109,000
Pliant Corp. 0% 6/15/09 (c)	60,000		53,400
Resolution Performance Products LLC/RPP Capital Corp.:
9.5% 4/15/10	70,000		72,625
13.5% 11/15/10	35,000		37,800
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
MATERIALS - continued
Chemicals - continued
Rockwood Specialties Group, Inc. 7.5% 11/15/14 (e)	$ 50,000		$ 50,250
Solutia, Inc. 7.375% 10/15/27 (b)	20,000		16,400
			2,031,844
Construction Materials - 0.0%
Texas Industries, Inc. 7.25% 7/15/13 (e)	30,000		31,650
Containers & Packaging - 0.3%
AEP Industries, Inc. 7.875% 3/15/13 (e)	30,000		30,000
BWAY Corp. 10% 10/15/10	105,000		111,300
Crown Cork & Seal, Inc. 8% 4/15/23	105,000		105,000
Crown European Holdings SA 9.5% 3/1/11	35,000		38,588
Graham Packaging Co. LP/ GPC Capital Corp.:
8.5% 10/15/12 (e)	50,000		51,250
9.875% 10/15/14 (e)	95,000		97,375
Graphic Packaging International, Inc.:
8.5% 8/15/11	120,000		125,400
9.5% 8/15/13	170,000		175,100
Jefferson Smurfit Corp. U.S. 7.5% 6/1/13	15,000		14,381
Owens-Brockway Glass Container, Inc.:
8.25% 5/15/13	15,000		16,238
8.875% 2/15/09	50,000		52,875
Owens-Illinois, Inc.:
7.35% 5/15/08	50,000		52,125
7.5% 5/15/10	95,000		99,156
7.8% 5/15/18	45,000		46,800
8.1% 5/15/07	110,000		114,400
Tekni-Plex, Inc. 10.875% 8/15/12 (e)	40,000		43,100
			1,173,088
Metals & Mining - 0.3%
Aleris International, Inc. 9% 11/15/14	20,000		20,900
California Steel Industries, Inc. 6.125% 3/15/14	40,000		37,200
Century Aluminum Co. 7.5% 8/15/14	40,000		41,000
Corporacion Nacional del Cobre (Codelco) 6.375% 11/30/12 (e)	335,000		362,849
CSN Islands VIII Corp. 9.75% 12/16/13 (e)	25,000		26,563
Freeport-McMoRan Copper & Gold, Inc.:
6.875% 2/1/14	75,000		73,969
10.125% 2/1/10	45,000		50,063
Gerdau AmeriSteel Corp./GUSAP Partners 10.375% 7/15/11	50,000		55,250
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
MATERIALS - continued
Metals & Mining - continued
Newmont Mining Corp. 5.875% 4/1/35	$ 405,000		$ 407,120
Novelis, Inc. 7.25% 2/15/15 (e)	110,000		112,200
Wise Metals Group LLC/Alloys Finance 10.25% 5/15/12	110,000		103,400
			1,290,514
Paper & Forest Products - 0.2%
Boise Cascade Corp. 8% 2/24/06	25,000		25,625
Boise Cascade LLC/Boise Cascade Finance Corp.:
6.4738% 10/15/12 (i)	30,000		30,300
7.125% 10/15/14	30,000		29,475
Buckeye Technologies, Inc. 8.5% 10/1/13	200,000		204,250
Georgia-Pacific Corp.:
7.375% 12/1/25	15,000		16,219
7.5% 5/15/06	50,000		51,125
7.75% 11/15/29	10,000		11,200
8% 1/15/24	130,000		149,175
8.125% 5/15/11	5,000		5,594
Millar Western Forest Products Ltd. 7.75% 11/15/13	120,000		113,400
Norske Skog Canada Ltd. 7.375% 3/1/14	40,000		39,700
Solo Cup Co. 8.5% 2/15/14	145,000		138,838
Stone Container Corp. 8.375% 7/1/12	200,000		202,500
			1,017,401
TOTAL MATERIALS			5,544,497
TELECOMMUNICATION SERVICES - 2.6%
Diversified Telecommunication Services - 2.0%
Ameritech Capital Funding Corp. 6.25% 5/18/09	35,000		36,726
BellSouth Capital Funding Corp. 7.875% 2/15/30	1,800,000		2,284,409
British Telecommunications PLC:
8.375% 12/15/10	190,000		222,019
8.875% 12/15/30	145,000		203,483
Empresa Brasileira de Telecomm SA 11% 12/15/08	158,000		178,540
Eschelon Operating Co. 8.375% 3/15/10	70,000		64,400
GCI, Inc. 7.25% 2/15/14	50,000		48,750
Koninklijke KPN NV yankee 8% 10/1/10	500,000		570,223
MCI, Inc. 7.688% 5/1/09	36,000		37,530
New Skies Satellites BV:
8.5388% 11/1/11 (i)	100,000		104,000
9.125% 11/1/12	85,000		88,400
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
TELECOMMUNICATION SERVICES - continued
Diversified Telecommunication Services - continued
NTL Cable PLC 8.75% 4/15/14	$ 190,000		$ 202,350
Qwest Capital Funding, Inc.:
7% 8/3/09	50,000		48,750
7.25% 2/15/11	35,000		33,775
7.625% 8/3/21	20,000		18,000
Qwest Communications International, Inc.:
6.7681% 2/15/09 (i)	40,000		40,100
7.5% 2/15/14 (e)	60,000		57,600
7.5% 2/15/14	160,000		154,400
Qwest Corp.:
6.6706% 6/15/13 (e)(i)	90,000		93,825
7.625% 6/15/15 (e)	110,000		113,163
Qwest Services Corp.:
13.5% 12/15/10	20,000		23,000
14% 12/15/14	110,000		133,100
SBC Communications, Inc.:
6.15% 9/15/34	500,000		531,455
6.45% 6/15/34	220,000		242,412
Sprint Capital Corp. 8.375% 3/15/12	600,000		711,574
Telecom Italia Capital:
4.95% 9/30/14 (e)	415,000		406,778
6% 9/30/34 (e)	500,000		507,292
Telefonica de Argentina SA 9.125% 11/7/10	95,000		103,075
Telefonos de Mexico SA de CV 4.75% 1/27/10 (e)	90,000		88,786
Telenet Group Holding NV 0% 6/15/14 (c)(e)	80,000		64,000
TELUS Corp. yankee 7.5% 6/1/07	180,000		189,293
Time Warner Telecom Holdings, Inc. 9.25% 2/15/14 (e)	80,000		81,600
U.S. West Capital Funding, Inc. 6.375% 7/15/08	125,000		122,500
U.S. West Communications 6.875% 9/15/33	165,000		141,900
Verizon Global Funding Corp. 7.25% 12/1/10	360,000		401,070
Verizon New York, Inc. 6.875% 4/1/12	120,000		130,733
			8,479,011
Wireless Telecommunication Services - 0.6%
America Movil SA de CV 4.125% 3/1/09	285,000		276,459
American Tower Corp. 7.5% 5/1/12	105,000		112,088
AT&T Wireless Services, Inc. 7.875% 3/1/11	455,000		521,200
Centennial Communications Corp./Centennial Cellular Operating Co. LLC/Centennial Puerto Rico Operations Corp. 8.125% 2/1/14 (i)	60,000		64,350
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - continued
DirecTV Holdings LLC/DirecTV Financing, Inc.:
6.375% 6/15/15 (e)	$ 30,000		$ 29,925
8.375% 3/15/13	33,000		36,548
Globe Telecom, Inc. 9.75% 4/15/12	30,000		32,625
Inmarsat Finance II PLC 0% 11/15/12 (c)	70,000		56,000
Inmarsat Finance PLC 7.625% 6/30/12	45,438		48,107
Intelsat Ltd.:
6.5% 11/1/13	40,000		32,550
7.625% 4/15/12	20,000		17,800
8.625% 1/15/15 (e)	195,000		208,650
Kyivstar GSM 10.375% 8/17/09 (e)	100,000		111,630
Millicom International Cellular SA 10% 12/1/13	140,000		145,250
Mobile Telesystems Finance SA:
8% 1/28/12 (e)	60,000		61,500
8.375% 10/14/10 (e)	170,000		178,075
Nextel Communications, Inc. 7.375% 8/1/15	150,000		161,250
Nextel Partners, Inc. 8.125% 7/1/11	85,000		92,650
Rogers Communications, Inc.:
6.375% 3/1/14	140,000		142,800
8% 12/15/12	105,000		113,269
9.625% 5/1/11	26,000		30,615
Rural Cellular Corp. 8.25% 3/15/12	60,000		63,600
Telemig Cellular SA/Amazonia Cellular SA 8.75% 1/20/09 (e)	31,000		32,085
Western Wireless Corp. 9.25% 7/15/13	175,000		199,500
			2,768,526
TOTAL TELECOMMUNICATION SERVICES			11,247,537
UTILITIES - 2.4%
Electric Utilities - 1.2%
AES Gener SA 7.5% 3/25/14	70,000		72,275
Cleveland Electric Illuminating Co. 5.65% 12/15/13	300,000		309,783
Duke Capital LLC 6.75% 2/15/32	1,400,000		1,559,447
Exelon Corp.:
4.9% 6/15/15	485,000		475,903
5.625% 6/15/35	90,000		88,598
6.75% 5/1/11	420,000		458,365
FirstEnergy Corp. 6.45% 11/15/11	155,000		166,683
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
UTILITIES - continued
Electric Utilities - continued
MSW Energy Holdings II LLC/MSW Finance Co. II, Inc. 7.375% 9/1/10	$ 40,000		$ 41,600
MSW Energy Holdings LLC/MSW Energy Finance Co., Inc. 8.5% 9/1/10	10,000		10,750
Nevada Power Co.:
5.875% 1/15/15 (e)	40,000		40,700
6.5% 4/15/12	50,000		52,500
Oncor Electric Delivery Co. 6.375% 5/1/12	45,000		48,651
Progress Energy, Inc. 7.1% 3/1/11	950,000		1,043,885
Sierra Pacific Resources 7.803% 6/15/12	40,000		42,800
TECO Energy, Inc. 7% 5/1/12	80,000		86,000
Texas Genco LLC/Texas Genco Financing Corp. 6.875% 12/15/14 (e)	125,000		131,250
TXU Energy Co. LLC 7% 3/15/13	480,000		531,063
			5,160,253
Gas Utilities - 0.0%
Colorado Interstate Gas Co. 5.95% 3/15/15 (e)	60,000		59,550
El Paso Energy Corp. 6.75% 5/15/09	25,000		25,094
Sonat, Inc.:
6.625% 2/1/08	20,000		20,025
6.75% 10/1/07	15,000		15,038
			119,707
Independent Power Producers & Energy Traders - 0.6%
AES Corp.:
8.75% 6/15/08	2,000		2,150
8.75% 5/15/13 (e)	35,000		38,763
8.875% 2/15/11	282,000		312,315
9% 5/15/15 (e)	25,000		27,938
9.375% 9/15/10	7,000		7,875
9.5% 6/1/09	19,000		21,066
Allegheny Energy Supply Co. LLC:
7.8% 3/15/11	170,000		186,150
8.25% 4/15/12 (e)	90,000		101,250
10.25% 11/15/07 (e)	26,657		28,990
13% 11/15/07 (e)(i)	3,339		3,673
Constellation Energy Group, Inc. 7% 4/1/12	1,050,000		1,163,003
NRG Energy, Inc. 8% 12/15/13	172,000		184,040
Nonconvertible Bonds - continued
	Principal Amount		Value (Note 1)
UTILITIES - continued
Independent Power Producers & Energy Traders - continued
Tenaska Alabama Partners LP 7% 6/30/21 (e)	$ 100,000		$ 102,750
TXU Corp. 5.55% 11/15/14 (e)	250,000		243,719
			2,423,682
Multi-Utilities - 0.6%
CMS Energy Corp.:
6.3% 2/1/12	60,000		60,675
8.5% 4/15/11	45,000		50,231
9.875% 10/15/07	135,000		147,825
Dominion Resources, Inc.:
4.75% 12/15/10	535,000		531,322
5.15% 7/15/15	500,000		497,526
5.95% 6/15/35	905,000		924,867
6.25% 6/30/12	270,000		288,619
Utilicorp Canada Finance Corp. 7.75% 6/15/11	105,000		109,463
			2,610,528
TOTAL UTILITIES			10,314,170
TOTAL NONCONVERTIBLE BONDS (Cost $92,844,009)		94,038,947
U.S. Government and Government Agency Obligations - 30.4%

U.S. Government Agency Obligations - 4.0%
Fannie Mae:
3.25% 1/15/08	8,000,000		7,812,344
4.375% 7/17/13	2,205,000		2,143,699
4.625% 5/1/13	5,000,000		4,944,360
Federal Home Loan Bank 3.75% 9/28/06	40,000		39,762
Freddie Mac:
5.25% 11/5/12	280,000		279,761
5.875% 3/21/11	2,095,000		2,221,337
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS			17,441,263
U.S. Treasury Inflation Protected Obligations - 4.6%
U.S. Treasury Inflation-Indexed Bonds 2.375% 1/15/25	4,434,805		4,682,155
U.S. Government and Government Agency Obligations - continued
	Principal Amount		Value (Note 1)
U.S. Treasury Inflation Protected Obligations - continued
U.S. Treasury Inflation-Indexed Notes:
0.875% 4/15/10	$ 3,078,570		$ 2,957,553
2% 1/15/14	11,889,069		12,019,436
TOTAL U.S. TREASURY INFLATION PROTECTED OBLIGATIONS			19,659,144
U.S. Treasury Obligations - 21.8%
U.S. Treasury Bonds 6.25% 5/15/30	7,720,000		9,703,677
U.S. Treasury Notes:
3.125% 1/31/07	40,160,000		39,661,094
3.375% 10/15/09	1,000,000		970,273
3.625% 4/30/07	7,808,000		7,757,373
3.625% 6/30/07 (f)	7,111,000		7,059,609
4.25% 8/15/13	10,049,000		10,061,561
4.75% 5/15/14	15,855,000		16,408,688
6.5% 2/15/10	2,170,000		2,378,609
TOTAL U.S. TREASURY OBLIGATIONS			94,000,884
TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $131,105,466)		131,101,291
U.S. Government Agency - Mortgage Securities - 25.3%

Fannie Mae - 24.2%
3.463% 4/1/34 (i)	155,188		154,598
3.734% 1/1/35 (i)	81,020		80,197
3.753% 10/1/33 (i)	57,513		56,675
3.786% 12/1/34 (i)	67,601		66,855
3.793% 6/1/34 (i)	269,511		263,211
3.801% 12/1/34 (i)	21,120		20,923
3.828% 1/1/35 (i)	64,725		64,163
3.838% 1/1/35 (i)	160,045		159,402
3.867% 1/1/35 (i)	90,198		89,698
3.913% 12/1/34 (i)	44,713		44,363
3.937% 10/1/34 (i)	60,034		59,588
3.937% 12/1/34 (i)	92,940		92,473
3.963% 1/1/35 (i)	125,373		124,133
3.97% 5/1/33 (i)	15,574		15,481
3.975% 1/1/35 (i)	64,173		63,554
3.981% 12/1/34 (i)	65,505		64,819
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount		Value (Note 1)
Fannie Mae - continued
4% 8/1/20 (f)	$ 2,895,592		$ 2,792,437
4.008% 12/1/34 (i)	373,367		372,610
4.011% 1/1/35 (i)	43,259		42,826
4.014% 12/1/34 (i)	43,068		42,611
4.023% 2/1/35 (i)	47,859		47,446
4.03% 1/1/35 (i)	23,990		23,874
4.032% 12/1/34 (i)	43,840		43,751
4.045% 5/1/34 (i)	25,362		25,346
4.049% 2/1/35 (i)	45,038		44,699
4.053% 10/1/18 (i)	61,942		61,329
4.054% 1/1/35 (i)	44,950		44,529
4.079% 4/1/33 (i)	18,339		18,311
4.098% 1/1/35 (i)	90,941		91,282
4.104% 2/1/35 (i)	46,625		46,397
4.11% 2/1/35 (i)	46,488		46,325
4.117% 2/1/35 (i)	91,838		91,479
4.118% 1/1/35 (i)	102,744		102,288
4.121% 2/1/35 (i)	183,102		182,253
4.124% 1/1/35 (i)	110,266		110,771
4.137% 1/1/35 (i)	177,027		176,326
4.138% 2/1/35 (i)	112,865		113,284
4.144% 1/1/35 (i)	165,216		165,989
4.15% 11/1/34 (i)	83,645		83,189
4.154% 2/1/35 (i)	93,461		93,188
4.178% 1/1/35 (i)	188,993		190,793
4.183% 1/1/35 (i)	90,084		89,998
4.189% 11/1/34 (i)	34,835		34,773
4.197% 1/1/35 (i)	115,561		114,805
4.232% 3/1/34 (i)	56,248		56,058
4.25% 2/1/35 (i)	72,107		71,699
4.258% 10/1/34 (i)	149,869		150,753
4.293% 3/1/35 (i)	69,874		69,865
4.297% 7/1/34 (i)	57,200		57,342
4.302% 1/1/35 (i)	71,234		70,795
4.306% 8/1/33 (i)	123,209		122,720
4.315% 3/1/33 (i)	31,176		31,109
4.323% 5/1/35 (i)	91,219		91,093
4.332% 12/1/34 (i)	46,562		46,607
4.335% 2/1/35 (i)	45,626		45,509
4.349% 1/1/35 (i)	68,741		68,129
4.351% 1/1/35 (i)	70,501		70,245
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount		Value (Note 1)
Fannie Mae - continued
4.367% 2/1/34 (i)	$ 150,340		$ 149,954
4.372% 4/1/35 (i)	47,281		47,200
4.401% 2/1/35 (i)	95,631		94,944
4.409% 5/1/35 (i)	183,454		183,539
4.451% 6/1/33 (i)	46,276		45,765
4.455% 3/1/35 (i)	73,725		73,083
4.467% 10/1/34 (i)	325,088		325,221
4.479% 4/1/34 (i)	114,089		114,254
4.489% 8/1/34 (i)	201,750		201,656
4.5% 5/1/18 to 4/1/35	22,521,980		21,921,930
4.5% 8/1/20 (f)	3,000,000		2,950,313
4.5% 3/1/35 (i)	194,189		193,523
4.508% 1/1/35 (i)	108,887		109,522
4.528% 12/1/34 (i)	437,452		435,753
4.529% 3/1/35 (i)	170,779		170,085
4.538% 8/1/34 (i)	112,544		113,173
4.554% 7/1/35 (i)	225,000		225,105
4.564% 2/1/35 (i)	429,539		430,042
4.57% 2/1/35 (i)	63,371		63,565
4.604% 1/1/33 (i)	349,267		350,263
4.619% 2/1/35 (i)	183,580		182,913
4.645% 2/1/35 (i)	64,103		64,462
4.649% 11/1/34 (i)	220,719		221,205
4.687% 11/1/34 (i)	204,340		204,606
4.714% 3/1/35 (i)	521,050		523,150
4.74% 7/1/34 (i)	198,906		197,588
4.741% 3/1/35 (i)	94,718		94,718
4.823% 12/1/34 (i)	184,753		185,403
4.847% 12/1/34 (i)	67,829		68,031
4.898% 10/1/34 (i)	142,962		143,698
5% 3/1/35 to 8/1/35	20,610,101		20,304,630
5% 8/1/35 (f)	9,875,320		9,724,104
5.123% 2/1/35 (i)	544,160		543,205
5.137% 5/1/35 (i)	93,312		93,440
5.204% 6/1/35 (i)	321,987		326,202
5.366% 12/1/32 (i)	91,997		93,032
5.5% 11/1/16 to 10/1/34	5,196,795		5,234,994
5.5% 8/1/35 (f)	18,607,798		18,712,467
5.817% 5/1/35 (i)	435,730		440,363
6% 7/1/08 to 3/1/33	8,513,123		8,757,925
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount		Value (Note 1)
Fannie Mae - continued
6.5% 6/1/09 to 1/1/33	$ 2,320,425		$ 2,407,535
7% 9/1/25 to 8/1/29	301,767		318,457
TOTAL FANNIE MAE			104,705,984
Freddie Mac - 1.0%
4.106% 12/1/34 (i)	65,639		65,241
4.13% 12/1/34 (i)	109,099		108,600
4.223% 1/1/35 (i)	280,789		279,777
4.287% 1/1/35 (i)	255,358		255,371
4.3% 5/1/35 (i)	168,933		168,068
4.311% 12/1/34 (i)	94,658		94,086
4.312% 3/1/35 (i)	90,473		90,187
4.368% 3/1/35 (i)	123,047		121,663
4.4% 2/1/35 (i)	170,490		168,625
4.404% 2/1/35 (i)	191,748		191,238
4.446% 3/1/35 (i)	73,623		72,777
4.449% 2/1/34 (i)	100,426		100,004
4.49% 3/1/35 (i)	242,950		240,824
4.497% 6/1/35 (i)	98,241		98,169
4.498% 3/1/35 (i)	610,000		605,997
4.504% 3/1/35 (i)	98,043		97,078
4.565% 2/1/35 (i)	141,902		142,091
5.036% 4/1/35 (i)	525,511		528,708
5.223% 8/1/33 (i)	40,373		41,246
6% 5/1/33	814,667		833,767
TOTAL FREDDIE MAC			4,303,517
Government National Mortgage Association - 0.1%
7% 7/15/31 to 12/15/32	242,236		255,890
TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES (Cost $110,321,879)		109,265,391
Asset-Backed Securities - 3.2%

ACE Securities Corp.:
Series 2003-FM1 Class M2, 5.31% 11/25/32 (i)	40,000		40,471
Series 2004-HE1:
Class M1, 3.96% 2/25/34 (i)	125,000		125,044
Class M2, 4.56% 2/25/34 (i)	125,000		125,063
Asset-Backed Securities - continued
	Principal Amount		Value (Note 1)
ACE Securities Corp.: - continued
Series 2005-SD1 Class A1, 3.86% 11/25/50 (i)	$ 141,526		$ 141,700
American Express Credit Account Master Trust Series 2004-C Class C, 3.8881% 2/15/12 (e)(i)	1,559,117		1,563,718
AmeriCredit Automobile Receivables Trust Series 2004-1 Class D, 5.07% 7/6/10	290,000		289,544
Ameriquest Mortgage Securities, Inc. Series 2004-R2:
Class M1, 3.89% 4/25/34 (i)	65,000		64,997
Class M2, 3.94% 4/25/34 (i)	50,000		49,998
Asset Backed Securities Corp. Home Equity Loan Trust:
Series 2003-HE2 Class A2, 3.7681% 4/15/33 (i)	7,890		7,894
Series 2003-HE7 Class A3, 3.7481% 12/15/33 (i)	75,119		75,396
Series 2004-HE2 Class M1, 4.01% 4/25/34 (i)	375,000		375,666
Bank One Issuance Trust:
Series 2002-C1 Class C1, 4.3481% 12/15/09 (i)	425,000		429,552
Series 2004-B2 Class B2, 4.37% 4/15/12	900,000		890,715
Capital One Multi-Asset Execution Trust:
Series 2003-B1 Class B1, 4.5581% 2/17/09 (i)	120,000		120,751
Series 2003-B2 Class B2, 3.5% 2/17/09	60,000		59,651
Series 2003-B4 Class B4, 4.1881% 7/15/11 (i)	90,000		91,451
Series 2004-6 Class B, 4.15% 7/16/12	570,000		559,157
CDC Mortgage Capital Trust Series 2003-HE2 Class M2, 5.36% 10/25/33 (i)	30,000		30,526
Chase Credit Card Master Trust Series 2003-6 Class B, 3.7381% 2/15/11 (i)	230,000		231,735
Chase Credit Card Owner Trust Series 2004-1 Class B, 3.5881% 5/15/09 (i)	220,000		219,957
Citibank Credit Card Issuance Trust:
Series 2000-C2 Class C2, 4.2488% 10/15/07 (i)	1,000,000		1,000,649
Series 2003-C1 Class C1, 4.65% 4/7/10 (i)	305,000		311,297
Countrywide Home Loans, Inc.:
Series 2004-2 Class M1, 3.96% 5/25/34 (i)	275,000		275,355
Series 2004-3 Class M1, 3.96% 6/25/34 (i)	75,000		75,069
Series 2005-1:
Class MV1, 3.86% 7/25/35 (i)	185,000		184,718
Class MV2, 3.9% 7/25/35 (i)	220,000		219,366
Class MV3, 3.94% 7/25/35 (i)	90,000		89,870
Crown Castle Towers LLC/Crown Atlantic Holdings Sub LLC/Crown Communication, Inc. Series 2005-1:
Class B, 4.878% 6/15/35 (e)	309,000		311,474
Class C, 5.074% 6/15/35 (e)	281,000		282,405
First Franklin Mortgage Loan Trust Series 2004-FF2:
Class M3, 4.01% 3/25/34 (i)	25,000		25,044
Asset-Backed Securities - continued
	Principal Amount		Value (Note 1)
First Franklin Mortgage Loan Trust Series 2004-FF2: - continued
Class M4, 4.36% 3/25/34 (i)	$ 25,000		$ 25,221
Fremont Home Loan Trust Series 2004-A:
Class M1, 4.01% 1/25/34 (i)	225,000		225,144
Class M2, 4.61% 1/25/34 (i)	275,000		278,153
GSAMP Trust Series 2004-FM2 Class M1, 3.96% 1/25/34 (i)	250,000		249,989
HFC Home Equity Loan Asset Backed Certificates Series 2005-2:
Class M1, 3.97% 1/20/34 (i)	185,000		185,000
Class M2, 4% 1/20/34 (i)	140,000		140,000
Home Equity Asset Trust:
Series 2003-2:
Class A2, 3.84% 8/25/33 (i)	2,448		2,457
Class M1, 4.34% 8/25/33 (i)	25,000		25,271
Series 2003-4:
Class M1, 4.26% 10/25/33 (i)	40,000		40,297
Class M2, 5.36% 10/25/33 (i)	45,000		45,591
Series 2004-3 Class M2, 4.66% 8/25/34 (i)	120,000		122,039
Long Beach Mortgage Loan Trust Series 2003-3 Class M2, 5.31% 7/25/33 (i)	45,000		45,879
MBNA Credit Card Master Note Trust:
Series 2003-B2 Class B2, 3.7781% 10/15/10 (i)	80,000		80,814
Series 2003-B3 Class B3, 3.7631% 1/18/11 (i)	285,000		286,352
Series 2003-B5 Class B5, 3.7581% 2/15/11 (i)	240,000		241,854
Meritage Mortgage Loan Trust Series 2004-1:
Class M1, 3.96% 7/25/34 (i)	100,000		99,996
Class M2, 4.01% 7/25/34 (i)	25,000		24,999
Class M3, 4.41% 7/25/34 (i)	50,000		49,998
Class M4, 4.56% 7/25/34 (i)	25,000		24,999
Morgan Stanley ABS Capital I, Inc.:
Series 2002-HE3 Class M1, 4.56% 12/27/32 (i)	90,000		91,161
Series 2003-NC8 Class M1, 4.16% 9/25/33 (i)	35,000		35,201
Morgan Stanley Dean Witter Capital I Trust:
Series 2001-NC4 Class M1, 4.46% 1/25/32 (i)	39,060		39,202
Series 2002-NC1 Class M1, 4.26% 2/25/32 (e)(i)	138,907		140,074
Series 2002-NC3 Class M1, 4.18% 8/25/32 (i)	75,000		75,576
Series 2003-NC2 Class M2, 5.46% 2/25/33 (i)	40,000		40,634
National Collegiate Funding LLC Series 2004-GT1 Class IO1, 7.87% 6/25/10 (e)(i)(l)	455,000		153,787
National Collegiate Student Loan Trust Series 2005-GT1 Class AIO, 6.75% 12/25/09 (l)	250,000		67,324
Asset-Backed Securities - continued
	Principal Amount		Value (Note 1)
New Century Home Equity Loan Trust Series 2003-2 Class A2, 3.89% 1/25/33 (i)	$ 3,422		$ 3,423
NovaStar Home Equity Loan Series 2004-1:
Class M1, 3.91% 6/25/34 (i)	75,000		75,063
Class M4, 4.435% 6/25/34 (i)	125,000		125,213
Park Place Securities, Inc. Series 2005-WCH1:
Class M2, 3.98% 1/25/35 (i)	225,000		224,544
Class M4, 4.29% 1/25/35 (i)	750,000		750,878
Sears Credit Account Master Trust II Series 2002-4 Class A, 3.5181% 8/18/09 (i)	100,000		99,999
SLM Private Credit Student Loan Trust Series 2004-A Class C, 3.96% 6/15/33 (i)	260,000		265,580
Volkswagen Auto Lease Trust Series 2005-A Class A4, 3.94% 10/20/10	970,000		959,829
WFS Financial Owner Trust Series 2004-3 Class D, 4.07% 2/17/12	284,404		282,142
TOTAL ASSET-BACKED SECURITIES (Cost $13,893,498)		13,891,916
Collateralized Mortgage Obligations - 3.6%

Private Sponsor - 3.3%
Adjustable Rate Mortgage Trust floater:
Series 2005-1 Class 5A2, 3.79% 5/25/35 (i)	333,915		334,126
Series 2005-2 Class 6A2, 3.74% 6/25/35 (i)	161,688		161,793
Bank of America Mortgage Securities, Inc.:
Series 2003-K:
Class 1A1, 3.3521% 12/25/33 (i)	168,036		166,513
Class 2A1, 4.1867% 12/25/33 (i)	298,300		294,569
Series 2004-B:
Class 1A1, 3.4262% 3/25/34 (i)	664,848		656,626
Class 2A2, 4.1351% 3/25/34 (i)	204,630		200,155
Series 2004-C Class 1A1, 3.3726% 4/25/34 (i)	383,241		378,537
Series 2004-D:
Class 1A1, 3.5597% 5/25/34 (i)	448,999		444,076
Class 2A2, 4.2101% 5/25/34 (i)	585,166		576,845
Series 2004-G Class 2A7, 4.6058% 8/25/34 (i)	621,572		619,487
Series 2004-H Class 2A1, 4.5133% 9/25/34 (i)	552,389		547,078
Bear Stearns Alt-A Trust floater Series 2005-1 Class A1, 3.74% 1/25/35 (i)	645,482		645,482
CS First Boston Mortgage Securities Corp. floater:
Series 2004-AR3 Class 6A2, 3.83% 4/25/34 (i)	115,778		115,881
Collateralized Mortgage Obligations - continued
	Principal Amount		Value (Note 1)
Private Sponsor - continued
CS First Boston Mortgage Securities Corp. floater: - continued
Series 2004-AR6 Class 9A2, 3.83% 10/25/34 (i)	$ 213,174		$ 213,302
Granite Mortgages PLC floater Series 2004-2 Class 1C, 4.13% 6/20/44 (i)	194,632		195,032
Lehman Structured Securities Corp. floater Series 2005-1 Class A2, 3.67% 9/26/45 (e)(i)	743,244		743,244
Master Alternative Loan Trust Series 2004-3 Class 3A1, 6% 4/25/34	76,015		76,870
Master Asset Securitization Trust Series 2004-9 Class 7A1, 6.3188% 5/25/17 (i)	481,596		486,800
Master Seasoned Securitization Trust Series 2004-1 Class 1A1, 6.2437% 8/25/17 (i)	371,110		379,522
Merrill Lynch Mortgage Investors, Inc.:
floater Series 2005-B Class A2, 3.75% 6/25/30 (i)	629,385		629,385
Series 2003-E Class XA1, 1% 10/25/28 (i)(l)	1,302,816		15,846
Series 2003-G Class XA1, 1% 1/25/29 (l)	1,833,562		23,767
Series 2003-H Class XA1, 1% 1/25/29 (e)(l)	1,474,148		19,285
Opteum Mortgage Acceptance Corp. floater Series 2005-3 Class APT, 3.75% 6/25/35 (i)	367,832		368,047
Residential Asset Mortgage Products, Inc. sequential pay:
Series 2003-SL1 Class A31, 7.125% 4/25/31	518,998		528,368
Series 2004-SL2 Class A1, 6.5% 10/25/16	71,407		72,543
Residential Finance LP/Residential Finance Development Corp. floater:
Series 2003-CB1:
Class B3, 4.8% 6/10/35 (e)(i)	43,397		44,156
Class B4, 5% 6/10/35 (e)(i)	38,575		39,298
Class B5, 5.6% 6/10/35 (e)(i)	28,931		29,546
Class B6, 6.1% 6/10/35 (e)(i)	14,466		14,773
Series 2004-B:
Class B4, 4.45% 2/10/36 (e)(i)	98,295		99,770
Class B5, 4.9% 2/10/36 (e)(i)	98,295		100,015
Class B6, 5.35% 2/10/36 (e)(i)	98,295		100,138
Series 2004-C:
Class B4, 4.3% 9/10/36 (i)	98,887		100,123
Class B5, 4.7% 9/10/36 (i)	98,887		100,000
Class B6, 5.1% 9/10/36 (i)	98,887		100,370
Sequoia Mortgage Funding Trust Series 2003-A Class AX1, 0.8% 10/21/08 (e)(l)	3,273,870		24,731
Sequoia Mortgage Trust floater Series 2005-2 Class A2, 3.36% 3/20/35 (i)	549,984		549,984
Collateralized Mortgage Obligations - continued
	Principal Amount		Value (Note 1)
Private Sponsor - continued
Structured Adjustable Rate Mortgage Loan Trust floater Series 2001-14 Class A1, 3.77% 7/25/35 (i)	$ 1,163,940		$ 1,163,940
Washington Mutual Mortgage Securities Corp. sequential pay:
Series 2003-MS9 Class 2A1, 7.5% 12/25/33	59,087		61,232
Series 2004-RA2 Class 2A, 7% 7/25/33	121,414		124,065
Wells Fargo Mortgage Backed Securities Trust:
Series 2004-T Class A1, 3.4526% 9/25/34 (i)	581,105		578,530
Series 2005-AR10 Class 2A2, 4.111% 6/25/35 (i)	952,333		939,034
Series 2005-AR12 Class 2A6, 4.322% 7/25/35 (i)	906,327		894,687
Series 2005-AR9 Class 2A1, 4.3621% 5/25/35 (i)	395,715		392,917
TOTAL PRIVATE SPONSOR			14,350,488
U.S. Government Agency - 0.3%
Fannie Mae guaranteed REMIC pass thru certificates planned amortization class Series 2004-81 Class KD, 4.5% 4/25/17	1,050,000		1,036,840
Freddie Mac Multi-class participation certificates guaranteed sequential pay Series 2750 Class ZT, 5% 2/15/34	391,734		359,862
Ginnie Mae guaranteed Multi-family pass thru securities sequential pay Series 2002-35 Class C, 5.8918% 10/16/23 (i)	25,000		25,921
Ginnie Mae guaranteed REMIC pass thru securities planned amortization class Series 2003-75 Class LI, 5.5% 10/20/21 (l)	503,202		230
TOTAL U.S. GOVERNMENT AGENCY			1,422,853
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $15,858,005)		15,773,341
Commercial Mortgage Securities - 2.5%

Banc of America Large Loan, Inc. floater:
Series 2003-BBA2:
Class C, 3.8581% 11/15/15 (e)(i)	50,000		50,183
Class D, 3.9381% 11/15/15 (e)(i)	80,000		80,456
Class F, 4.2881% 11/15/15 (e)(i)	60,000		60,421
Class H, 4.7881% 11/15/15 (e)(i)	50,000		50,297
Class J, 5.3381% 11/15/15 (e)(i)	55,000		55,330
Class K, 5.82% 11/15/15 (e)(i)	50,000		49,684
Commercial Mortgage Securities - continued
	Principal Amount		Value (Note 1)
Banc of America Large Loan, Inc. floater: - continued
Series 2005-BOCA:
Class D, 3.7181% 12/15/16 (e)(i)	$ 110,000		$ 110,055
Class E, 3.8081% 12/15/16 (e)(i)	100,000		100,077
Class F, 3.8881% 12/15/16 (e)(i)	110,000		110,100
Class H, 4.3381% 12/15/16 (e)(i)	120,000		119,816
Class K, 4.7381% 12/15/16 (e)(i)	105,000		104,868
Bayview Commercial Asset Trust:
floater:
Series 2004-1 Class A, 3.82% 4/25/34 (e)(i)	332,648		333,233
Series 2004-2 Class A, 3.89% 8/25/34 (e)(i)	357,944		359,705
Series 2004-3:
Class A1, 3.83% 1/25/35 (e)(i)	333,894		335,063
Class A2, 3.88% 1/25/35 (e)(i)	47,699		47,867
Class M1, 3.96% 1/25/35 (e)(i)	47,699		47,764
Class M2, 4.46% 1/25/35 (e)(i)	47,699		47,983
Series 2004-1 Class IO, 1.25% 4/25/34 (e)(l)	3,635,356		213,130
Bear Stearns Commercial Mortgage Securities, Inc.:
sequential pay Series 2004-ESA Class A3, 4.741% 5/14/16 (e)	180,000		180,489
Series 2004-ESA:
Class B, 4.888% 5/14/16 (e)	325,000		327,429
Class C, 4.937% 5/14/16 (e)	205,000		206,951
Class D, 4.986% 5/14/16 (e)	75,000		75,483
Class E, 5.064% 5/14/16 (e)	230,000		231,631
Class F, 5.182% 5/14/16 (e)	55,000		55,483
COMM floater Series 2002-FL7 Class D, 3.9581% 11/15/14 (e)(i)	125,000		125,054
Commercial Mortgage pass thru certificates floater Series 2004-CNL:
Class B, 3.7881% 9/15/14 (e)(i)	105,000		105,042
Class D, 4.0281% 9/15/14 (e)(i)	30,000		30,009
Class E, 4.0881% 9/15/14 (e)(i)	45,000		45,033
Class F, 4.1881% 9/15/14 (e)(i)	35,000		35,020
Class G, 4.3681% 9/15/14 (e)(i)	80,000		80,032
Class H, 4.4681% 9/15/14 (e)(i)	85,000		85,034
Class J, 4.9881% 9/15/14 (e)(i)	30,000		30,095
Class K, 5.3881% 9/15/14 (e)(i)	45,000		45,093
Class L, 5.5881% 9/15/14 (e)(i)	35,000		34,983
CS First Boston Mortgage Securities Corp.:
sequential pay:
Series 1997-C2 Class A2, 6.52% 1/17/35	30,736		30,982
Series 2004-C1 Class A4, 4.75% 1/15/37	695,000		686,789
Commercial Mortgage Securities - continued
	Principal Amount		Value (Note 1)
CS First Boston Mortgage Securities Corp.: - continued
Series 2003-TFLA Class G, 3.7357% 4/15/13 (e)(i)	$ 22,400		$ 22,331
Fannie Mae sequential pay Series 1999-10 Class MZ, 6.5% 9/17/38	757,908		818,204
Ginnie Mae guaranteed REMIC pass thru securities:
sequential pay:
Series 2003-22 Class B, 3.963% 5/16/32	60,000		57,909
Series 2003-36 Class C, 4.254% 2/16/31	55,000		53,609
Series 2003-47 Class C, 4.227% 10/16/27	105,000		103,082
Series 2003-59 Class D, 3.654% 10/16/27	115,000		108,543
Series 2003-47 Class XA, 0.1927% 6/16/43 (i)(l)	5,638,415		265,400
GS Mortgage Securities Corp. II sequential pay:
Series 2001-LIBA Class A2, 6.615% 2/14/16 (e)	385,000		420,722
Series 2003-C1 Class A2A, 3.59% 1/10/40	65,000		63,719
Hilton Hotel Pool Trust Series 2000-HLTA Class D, 7.555% 10/3/15 (e)	370,000		403,297
Host Marriot Pool Trust sequential pay Series 1999-HMTA Class D, 7.97% 8/3/15 (e)	110,000		119,163
Leafs CMBS I Ltd./Leafs CMBS I Corp. Series 2002-1A Class C, 4.13% 11/20/37 (e)	200,000		180,420
Morgan Stanley Capital I, Inc. Series 2005-IQ9 Class X2, 1.2036% 7/15/56 (e)(i)(l)	3,920,000		199,369
Mortgage Capital Funding, Inc. sequential pay Series 1998-MC2 Class A2, 6.423% 6/18/30	319,331		332,253
Trizechahn Office Properties Trust Series 2001-TZHA:
Class C3, 6.522% 3/15/13 (e)	25,000		25,720
Class C4, 6.893% 5/15/16 (e)	500,000		547,173
Class E3, 7.253% 3/15/13 (e)	235,000		243,947
Wachovia Bank Commercial Mortgage Trust:
sequential pay Series 2003-C8 Class A3, 4.445% 11/15/35	785,000		773,341
Series 2004-C15:
Class 180A, 5.5782% 10/15/41 (e)(i)	1,000,000		984,198
Class 180B, 5.5782% 10/15/41 (e)(i)	500,000		492,099
TOTAL COMMERCIAL MORTGAGE SECURITIES (Cost $11,297,120)		10,901,163
Foreign Government and Government Agency Obligations - 2.5%

Argentine Republic:
3% 4/30/13 (i)	90,000		73,224
3.01% 8/3/12 (i)	400,000		312,600
Foreign Government and Government Agency Obligations - continued
	Principal Amount		Value (Note 1)
Argentine Republic: - continued
discount 8.28% (with partial capitalization through 12/31/2013) 12/31/33 unit (j)	$ 215,346		$ 208,024
par 1.33% 12/31/38 unit (d)(j)	50,116		17,942
Brazilian Federative Republic:
Brady:
debt conversion bond 4.3125% 4/15/12 (i)	131,766		127,484
par Z-L 6% 4/15/24	265,000		251,088
8% 1/15/18	514,000		521,068
10.5% 7/14/14	125,000		145,250
11% 1/11/12	60,000		70,800
11% 8/17/40	470,000		552,250
12.25% 3/6/30	105,000		137,025
12.75% 1/15/20	75,000		99,675
14.5% 10/15/09	75,000		96,488
Central Bank of Nigeria promissory note 5.092% 1/5/10	113,447		108,728
Chilean Republic 7.125% 1/11/12	1,250,000		1,406,625
Colombian Republic:
10.75% 1/15/13	150,000		179,250
11.75% 2/25/20	80,000		103,600
Dominican Republic:
Brady 3.9425% 8/30/09 (i)	116,248		112,761
4.375% 8/30/24 (i)	250,000		231,250
Ecuador Republic:
8% 8/15/30 (Reg. S) (d)	45,000		38,700
12% 11/15/12 (Reg. S)	45,000		44,213
euro par 5% 2/28/25	15,000		10,875
Indonesian Republic 7.25% 4/20/15 (e)	30,000		30,300
Israeli State 4.625% 6/15/13	20,000		19,363
Korean Republic 4.875% 9/22/14	195,000		193,585
Lebanese Republic:
6.77% 11/30/09 (e)(i)	70,000		70,175
6.77% 11/30/09 (i)	235,000		235,588
Panamanian Republic Brady discount 4.6875% 7/17/26 (i)	25,000		23,375
Peruvian Republic:
7.35% 7/21/25	100,000		99,750
9.125% 2/21/12	75,000		88,688
9.875% 2/6/15	45,000		55,800
Foreign Government and Government Agency Obligations - continued
	Principal Amount		Value (Note 1)
Philippine Republic:
Brady principal collateralized interest reduction bond 6.5% 12/1/17	$ 120,000		$ 119,400
8.375% 2/15/11	360,000		370,350
9% 2/15/13	100,000		105,000
9.875% 1/15/19	90,000		96,863
10.625% 3/16/25	95,000		105,213
Republic of Serbia 3.75% 11/1/24 (d)(e)	50,000		43,063
Russian Federation:
5% 3/31/30 (Reg. S) (d)	762,000		845,344
11% 7/24/18 (Reg. S)	35,000		51,888
12.75% 6/24/28 (Reg. S)	120,000		215,850
euro 10% 6/26/07	60,000		65,550
Turkish Republic:
11% 1/14/13	230,000		290,375
11.5% 1/23/12	25,000		31,688
11.75% 6/15/10	305,000		378,200
11.875% 1/15/30	100,000		142,500
Ukraine Government:
6.365% 8/5/09 (i)	200,000		216,800
7.65% 6/11/13 (Reg. S)	100,000		110,000
United Mexican States:
4.625% 10/8/08	70,000		69,615
5.875% 1/15/14	85,000		86,998
6.75% 9/27/34	170,000		179,180
7.5% 1/14/12	100,000		111,700
Uruguay Republic 7.25% 2/15/11	60,000		61,200
Venezuelan Republic:
Discount A, 4.25% 3/31/20 (i)	250,000		246,875
4.64% 4/20/11 (i)	80,000		74,200
5.375% 8/7/10	105,000		98,490
9.25% 9/15/27	90,000		93,825
10.75% 9/19/13	240,000		279,120
13.625% 8/15/18	93,000		125,085
euro Brady par W-B 6.75% 3/31/20	250,000		250,000
Vietnamese Socialist Republic Brady par 3.75% 3/12/28 (d)	90,000		67,275
TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $9,844,940)		10,597,191
Common Stocks - 0.0%
	Shares		Value (Note 1)
CONSUMER STAPLES - 0.0%
Personal Products - 0.0%
Revlon, Inc. Class A (sub. vtg.) (a)	18,648		$ 69,744
TOTAL COMMON STOCKS (Cost $36,503)		69,744
Sovereign Loan Participations - 0.0%
	Principal Amount
Indonesian Republic loan participation:
- Credit Suisse First Boston 4.375% 3/28/13 (i)	$ 117,509		109,871
- Deutsche Bank 4.375% 3/28/13 (i)	13,831		12,932
TOTAL SOVEREIGN LOAN PARTICIPATIONS (Cost $113,638)		122,803
Fixed-Income Funds - 12.5%
	Shares
Fidelity Ultra-Short Central Fund (k) (Cost $53,999,944)	542,844		54,002,121
Cash Equivalents - 6.9%
	Maturity Amount
Investments in repurchase agreements (Collateralized by U.S. Government Obligations, in a joint trading account at 3.32%, dated 7/29/05 due 8/1/05) (Cost $29,592,000)	$ 29,600,176		29,592,000
TOTAL INVESTMENT PORTFOLIO - 108.7% (Cost $468,907,002)			469,355,908
NET OTHER ASSETS - (8.7)%			(37,597,242)
NET ASSETS - 100%		$ 431,758,666

Swap Agreements
	Expiration Date	Notional Amount	Value
Credit Default Swap
Receive quarterly a fixed rate of .4% multiplied by the notional amount and pay to Merrill Lynch, Inc., upon each default event of one of the issues of Dow Jones CDX N.A. Investment Grade 4, par value of the proportional notional amount (h)	June 2010	$ 4,500,000	$ (18,576)
Receive quarterly a fixed rate of .5% multiplied by the notional amount and pay to Merrill Lynch, Inc., upon each default event of one of the issues of Dow Jones CDX N.A. Investment Grade 3, par value of the proportional notional amount (g)	March 2010	1,250,000	951
Receive quarterly a fixed rate of .65% multiplied by the notional amount and pay to Merrill Lynch, Inc., upon each default event of one of the issues of Dow Jones CDX N.A. Investment Grade 4, par value of the proportional notional amount (h)	June 2015	12,500,000	(85,880)
Receive quarterly a fixed rate of .7% multiplied by the notional amount and pay to Deutsche Bank, upon each default event of one of the issues of Dow Jones CDX N.A. Investment Grade 3, par value of the proportional notional amount (g)	March 2015	1,250,000	(2,759)
Receive quarterly notional amount multiplied by .35% and pay Goldman Sachs upon default event of Southern California Edison Co., par value of the notional amount of Southern California Edison Co. 7.625% 1/15/10	Sept. 2010	400,000	(157)
Receive quarterly notional amount multiplied by .42% and pay Morgan Stanley, Inc. upon default event of Sempra Energy, par value of the notional amount of Sempra Energy 6% 2/1/13	Sept. 2010	600,000	98
Receive quarterly notional amount multiplied by .48% and pay JPMorgan Chase, Inc. upon default event of Fannie Mae, par value of the notional amount of Fannie Mae 4.625% 5/1/13	June 2010	1,000,000	9,039
TOTAL CREDIT DEFAULT SWAP		21,500,000	(97,284)
Swap Agreements - continued
	Expiration Date	Notional Amount	Value
Interest Rate Swap
Receive quarterly a fixed rate equal to 4.3875% and pay quarterly a floating rate based on 3-month LIBOR with Credit Suisse First Boston	March 2010	$ 1,250,000	$ (4,655)
Receive quarterly a fixed rate equal to 4.774% and pay quarterly a floating rate based on 3-month LIBOR with Credit Suisse First Boston	March 2015	1,250,000	11,777
Receive quarterly a fixed rate equal to 4.898% and pay quarterly a floating rate based on 3-month LIBOR with Lehman Brothers, Inc.	July 2014	1,135,000	19,725
TOTAL INTEREST RATE SWAP		3,635,000	26,847
Total Return Swap
Receive monthly a return equal to Banc of America Securities LLC AAA 10 Yr Commercial Mortgage Backed Securities Daily Index and pay monthly a floating rate based on 1-month LIBOR minus 40 basis points with Bank of America	March 2006	1,000,000	(16,398)
Receive monthly a return equal to Lehman Brothers CMBS AAA 8.5+ Index and pay monthly a floating rate based on 1-month LIBOR minus 20 basis points with Citibank	Oct. 2005	1,000,000	(24,809)
Receive monthly a return equal to Lehman Brothers CMBS U.S. Aggregate Index and pay monthly a floating rate based on 1-month LIBOR minus 10 basis points with Citibank	Oct. 2005	355,000	(5,703)
Receive monthly a return equal to Lehman Brothers CMBS U.S. Aggregate Index and pay monthly a floating rate based on 1-month LIBOR minus 20 basis points with Lehman Brothers, Inc.	March 2006	145,000	(2,279)
Receive monthly a return equal to Lehman Brothers Commercial Mortgage Backed Securities AAA Daily Index and pay monthly a floating rate based on 1-month LIBOR minus 25 basis points with Bank of America	Dec. 2005	600,000	(9,628)
Swap Agreements - continued
	Expiration Date	Notional Amount	Value
Total Return Swap - continued
Receive monthly a return equal to Banc of America Securities LLC AAA 10yr Commercial Mortgage Backed Securities Daily Index and pay monthly a floating rate based on 1-month LIBOR minus 20 basis points with Bank of America	July 2006	$ 1,000,000	$ (8,117)
Receive quarterly a return equal to Banc of America Securities LLC AAA 10 Yr Commercial Mortgage Backed Securities Daily Index and pay quarterly a floating rate based on 3-month LIBOR minus 40 basis points with Bank of America	Nov. 2005	2,000,000	(7,836)
TOTAL TOTAL RETURN SWAP		6,100,000	(74,770)
		$ 31,235,000	$ (145,207)