Fidelity Puritan Fund (FPURX) N-CSRS Certified semi-annual shareholder report (management investment company)

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 811-649

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

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

Scott C. Goebel, Secretary

245 Summer St.

Boston, Massachusetts 02210
(Name and address of agent for service)

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

Date of fiscal year end:	August 31
Date of reporting period:	February 28, 2013

Item 1. Reports to Stockholders

Fidelity®

Balanced

Fund

Semiannual Report

February 28, 2013

(Fidelity Cover Art)

Contents

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.

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 1, 2012 to February 28, 2013).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value September 1, 2012	Ending Account Value February 28, 2013	Expenses Paid During Period* September 1, 2012 to February 28, 2013
Balanced	.58%
Actual		$ 1,000.00	$ 1,057.70	$ 2.96
HypotheticalA		$ 1,000.00	$ 1,021.92	$ 2.91
Class K	.47%
Actual		$ 1,000.00	$ 1,058.30	$ 2.40
HypotheticalA		$ 1,000.00	$ 1,022.46	$ 2.36

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The fees and expenses of the underlying Fidelity Central Funds in which the Fund invests are not included in the Fund's annualized expense ratio.

Semiannual Report

Investment Changes (Unaudited)

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

Top Five Stocks as of February 28, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	2.9	5.0
Exxon Mobil Corp.	1.6	1.5
QUALCOMM, Inc.	1.6	1.6
Procter & Gamble Co.	1.5	1.4
Pfizer, Inc.	1.4	1.4
	9.0
Top Five Bond Issuers as of February 28, 2013
(with maturities greater than one year)	% of fund's net assets	% of fund's net assets 6 months ago
Fannie Mae	6.5	9.2
U.S. Treasury Obligations	5.8	5.1
Freddie Mac	2.2	2.7
Ginnie Mae	1.8	2.4
Wachovia Bank Commercial Mortgage Trust	0.7	0.4
	17.0
Top Five Market Sectors as of February 28, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	15.0	13.7
Information Technology	12.5	14.1
Health Care	9.1	8.1
Energy	8.7	8.9
Consumer Discretionary	8.0	7.7

Asset Allocation (% of fund's net assets)
As of February 28, 2013*		As of August 31, 2012**
	Stocks and Equity Futures 65.9%		Stocks and Equity Futures 64.2%
	Bonds 32.1%		Bonds 34.0%
	Convertible Securities 0.1%		Convertible Securities 0.1%
	Other Investments 0.2%		Other Investments 0.3%
	Short-Term Investments and Net Other Assets (Liabilities) 1.7%		Short-Term Investments and Net Other Assets (Liabilities) 1.4%

* Foreign investments 9.6% ** Foreign investments 8.9%

Percentages are adjusted for the effect of futures and swap contracts, if applicable. An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds is available at fidelity.com.

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

Semiannual Report

Investments February 28, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 65.0%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 6.8%
Automobiles - 0.0%
General Motors Co. (a)	144,760		$ 3,930
Hotels, Restaurants & Leisure - 0.9%
Domino's Pizza, Inc.	785,131		37,388
Dunkin' Brands Group, Inc.	463,877		17,233
Icahn Enterprises LP rights	290,524		0
Starbucks Corp.	1,516,737		83,148
Yum! Brands, Inc.	853,092		55,860
			193,629
Internet & Catalog Retail - 0.8%
Liberty Media Corp. Interactive Series A (a)	4,512,231		94,215
priceline.com, Inc. (a)	120,067		82,556
			176,771
Media - 3.0%
Comcast Corp. Class A	6,314,803		251,266
DIRECTV (a)	1,116,086		53,762
Legend Pictures LLC (n)(o)	8,571		15,884
News Corp. Class A	6,223,435		179,235
Sirius XM Radio, Inc. (f)	15,379,757		47,677
The Walt Disney Co.	1,018,089		55,577
Time Warner, Inc.	556,781		29,604
			633,005
Multiline Retail - 0.3%
Dollar General Corp. (a)	1,131,681		52,442
Specialty Retail - 1.3%
Cabela's, Inc. Class A (a)	159,800		8,084
CarMax, Inc. (a)	651,319		25,017
Limited Brands, Inc.	424,632		19,329
Lowe's Companies, Inc.	3,287,847		125,431
Tiffany & Co., Inc.	764,159		51,321
TJX Companies, Inc.	1,297,994		58,371
			287,553
Textiles, Apparel & Luxury Goods - 0.5%
PVH Corp.	618,697		75,388
Tumi Holdings, Inc.	72,867		1,723
Under Armour, Inc. Class A (sub. vtg.) (a)	647,218		31,895
			109,006
TOTAL CONSUMER DISCRETIONARY			1,456,336
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - 7.3%
Beverages - 2.3%
Anheuser-Busch InBev SA NV	370,944		$ 34,763
Coca-Cola Bottling Co. CONSOLIDATED	111,888		7,321
Coca-Cola FEMSA SAB de CV sponsored ADR	24,225		4,085
Coca-Cola Icecek A/S	327,435		7,736
Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR	169,725		7,532
Constellation Brands, Inc. Class A (sub. vtg.) (a)	885,042		39,154
Diageo PLC sponsored ADR	312,926		37,460
Embotelladora Andina SA sponsored ADR	194,522		8,141
Pernod Ricard SA	310,550		40,297
Remy Cointreau SA	175,408		22,168
The Coca-Cola Co.	7,067,570		273,656
			482,313
Food & Staples Retailing - 1.3%
CVS Caremark Corp.	3,198,055		163,485
Drogasil SA	421,600		4,861
Kroger Co.	2,493,721		72,842
United Natural Foods, Inc. (a)	2,000		101
Wal-Mart Stores, Inc.	589,783		41,745
			283,034
Food Products - 0.4%
Bunge Ltd.	329,406		24,412
Green Mountain Coffee Roasters, Inc. (a)	143,876		6,872
Mead Johnson Nutrition Co. Class A	455,198		34,099
Nestle SA	338,379		23,622
			89,005
Household Products - 1.5%
Colgate-Palmolive Co.	84,973		9,723
Procter & Gamble Co.	4,128,910		314,540
			324,263
Personal Products - 0.2%
L'Oreal SA	146,584		21,922
Nu Skin Enterprises, Inc. Class A	204,053		8,407
			30,329
Tobacco - 1.6%
Altria Group, Inc.	2,114,254		70,933
British American Tobacco PLC sponsored ADR	2,236,182		233,189
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Tobacco - continued
Philip Morris International, Inc.	416,541		$ 38,218
Souza Cruz SA	491,200		7,839
			350,179
TOTAL CONSUMER STAPLES			1,559,123
ENERGY - 7.3%
Energy Equipment & Services - 1.6%
Cameron International Corp. (a)	830,491		52,919
Ensco PLC Class A	1,015,839		61,093
Forum Energy Technologies, Inc.	507,664		13,544
Halliburton Co.	643,444		26,709
National Oilwell Varco, Inc.	959,588		65,377
Noble Corp.	1,099,108		39,370
Ocean Rig UDW, Inc. (United States) (a)	657,696		9,583
Oceaneering International, Inc.	260,687		16,577
Oil States International, Inc. (a)	108,100		8,232
Schlumberger Ltd.	633,424		49,312
Vantage Drilling Co. (a)	6,665,301		10,864
			353,580
Oil, Gas & Consumable Fuels - 5.7%
Anadarko Petroleum Corp.	1,190,202		94,716
Apache Corp.	313,268		23,266
Bonanza Creek Energy, Inc. (a)	260,100		8,799
Cabot Oil & Gas Corp.	70,500		4,369
Canadian Natural Resources Ltd.	265,000		8,100
Chevron Corp.	1,541,794		180,621
Cimarex Energy Co.	230,296		15,501
Cobalt International Energy, Inc. (a)	479,400		11,827
Concho Resources, Inc. (a)	139,300		12,531
ENI SpA sponsored ADR	344,900		15,700
EQT Corp.	367,700		23,198
Exxon Mobil Corp.	3,811,657		341,334
Falkland Oil & Gas Ltd. (a)	84,654		39
Hess Corp.	625,126		41,571
InterOil Corp. (a)(f)	344,531		24,038
Marathon Oil Corp.	1,853,793		62,102
Marathon Petroleum Corp.	803,343		66,581
Murphy Oil Corp.	395,309		24,066
Noble Energy, Inc.	377,465		41,834
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Northern Tier Energy LP Class A	254,094		$ 7,356
Occidental Petroleum Corp.	676,752		55,717
PBF Energy, Inc. Class A	84,500		3,528
Phillips 66	414,389		26,090
Royal Dutch Shell PLC Class B sponsored ADR	598,921		40,331
Southcross Energy Partners LP	137,600		3,152
Suncor Energy, Inc.	1,540,400		46,679
The Williams Companies, Inc.	1,124,500		39,031
Western Gas Equity Partners LP	49,800		1,692
			1,223,769
TOTAL ENERGY			1,577,349
FINANCIALS - 10.0%
Capital Markets - 1.1%
Ameriprise Financial, Inc.	1,046,600		71,828
BlackRock, Inc. Class A	298,092		71,468
E*TRADE Financial Corp. (a)	785,665		8,414
Evercore Partners, Inc. Class A	268,800		10,940
State Street Corp.	582,998		32,992
TD Ameritrade Holding Corp.	699,430		13,296
The Blackstone Group LP	1,042,680		19,707
UBS AG	322,276		5,092
			233,737
Commercial Banks - 1.9%
CIT Group, Inc. (a)	454,967		19,045
Comerica, Inc.	306,700		10,544
First Horizon National Corp. (f)	1,577,327		16,767
Huntington Bancshares, Inc.	1,808,164		12,711
KBC Groupe SA	87,960		3,262
Lloyds Banking Group PLC (a)	8,618,667		7,085
M&T Bank Corp.	241,986		24,704
Synovus Financial Corp.	5,118,320		13,001
U.S. Bancorp	6,735,345		228,867
Wells Fargo & Co.	2,264,619		79,443
			415,429
Consumer Finance - 1.7%
Capital One Financial Corp.	4,419,945		225,550
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Consumer Finance - continued
Discover Financial Services	1,310,115		$ 50,479
SLM Corp.	5,101,152		96,769
			372,798
Diversified Financial Services - 2.7%
Bank of America Corp.	12,193,704		136,935
Citigroup, Inc.	4,345,994		182,401
ING Groep NV (Certificaten Van Aandelen) (a)	391,502		3,134
JPMorgan Chase & Co.	5,170,730		252,952
			575,422
Insurance - 1.6%
ACE Ltd.	712,996		60,883
AFLAC, Inc.	558,587		27,901
Berkshire Hathaway, Inc.:
Class A (a)	234		35,708
Class B (a)	64,446		6,584
Direct Line Insurance Group PLC	3,465,400		11,093
Fairfax Financial Holdings Ltd. (sub. vtg.)	53,500		20,328
Hartford Financial Services Group, Inc.	1,629,187		38,465
Marsh & McLennan Companies, Inc.	704,400		26,161
MetLife, Inc.	1,113,160		39,450
The Travelers Companies, Inc.	672,415		54,076
Validus Holdings Ltd.	724,465		25,813
			346,462
Real Estate Investment Trusts - 0.7%
American Tower Corp.	987,365		76,620
Camden Property Trust (SBI)	151,975		10,508
Equity Lifestyle Properties, Inc.	282,429		20,812
Sun Communities, Inc.	424,115		19,734
The Macerich Co.	325,741		19,580
			147,254
Thrifts & Mortgage Finance - 0.3%
Ocwen Financial Corp. (a)	1,373,527		54,144
TOTAL FINANCIALS			2,145,246
HEALTH CARE - 8.3%
Biotechnology - 2.2%
Amgen, Inc.	1,620,802		148,158
Biogen Idec, Inc. (a)	428,081		71,207
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
BioMarin Pharmaceutical, Inc. (a)	405,544		$ 23,509
CSL Ltd.	670,339		41,083
Gilead Sciences, Inc. (a)	3,129,871		133,677
Onyx Pharmaceuticals, Inc. (a)	557,675		41,999
Regeneron Pharmaceuticals, Inc. (a)	89,925		15,017
			474,650
Health Care Equipment & Supplies - 1.4%
Covidien PLC	1,667,661		106,013
Edwards Lifesciences Corp. (a)	374,550		32,185
Quidel Corp. (a)(f)	1,344,099		31,815
Stryker Corp.	1,150,247		73,478
The Cooper Companies, Inc.	513,248		54,435
			297,926
Health Care Providers & Services - 1.2%
Catamaran Corp. (a)	383,622		20,604
CIGNA Corp.	1,209,242		70,692
Henry Schein, Inc. (a)	652,488		58,215
McKesson Corp.	459,424		48,759
Quest Diagnostics, Inc.	824,400		46,307
			244,577
Life Sciences Tools & Services - 0.3%
Agilent Technologies, Inc.	882,894		36,622
Thermo Fisher Scientific, Inc.	459,476		33,909
			70,531
Pharmaceuticals - 3.2%
AbbVie, Inc.	2,996,914		110,646
Allergan, Inc.	801,134		86,859
Merck & Co., Inc.	2,001,416		85,521
Pfizer, Inc.	11,358,600		310,885
Sanofi SA sponsored ADR	365,503		17,255
Valeant Pharmaceuticals International, Inc. (Canada) (a)	1,179,075		79,520
			690,686
TOTAL HEALTH CARE			1,778,370
INDUSTRIALS - 7.0%
Aerospace & Defense - 1.5%
Honeywell International, Inc.	1,668,803		116,983
MTU Aero Engines Holdings AG	200,264		18,621
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
Textron, Inc.	2,561,482		$ 73,899
United Technologies Corp.	1,143,498		103,544
			313,047
Building Products - 0.5%
Armstrong World Industries, Inc.	796,146		40,707
Owens Corning (a)	947,707		36,781
Quanex Building Products Corp.	1,492,275		29,711
			107,199
Commercial Services & Supplies - 0.5%
ADT Corp.	644,685		30,874
KAR Auction Services, Inc.	2,023,721		42,943
Stericycle, Inc. (a)	356,149		34,162
			107,979
Electrical Equipment - 0.6%
Regal-Beloit Corp.	682,039		52,708
Roper Industries, Inc.	584,439		72,827
			125,535
Industrial Conglomerates - 1.0%
Danaher Corp.	1,528,584		94,161
General Electric Co.	4,798,200		111,414
			205,575
Machinery - 1.7%
Caterpillar, Inc.	1,311,185		121,114
Cummins, Inc.	662,567		76,772
Deere & Co.	64,558		5,670
Fiat Industrial SpA	1,360,797		16,549
Illinois Tool Works, Inc.	1,117,759		68,742
Parker Hannifin Corp.	550,426		52,004
Volvo AB (B Shares)	1,808,745		27,128
			367,979
Professional Services - 0.3%
Manpower, Inc.	457,732		24,992
Randstad Holding NV	379,585		16,138
Verisk Analytics, Inc. (a)	413,050		24,172
			65,302
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Road & Rail - 0.6%
J.B. Hunt Transport Services, Inc.	243,249		$ 16,911
Union Pacific Corp.	856,800		117,476
			134,387
Trading Companies & Distributors - 0.3%
W.W. Grainger, Inc.	328,060		74,292
TOTAL INDUSTRIALS			1,501,295
INFORMATION TECHNOLOGY - 12.1%
Communications Equipment - 2.8%
ADTRAN, Inc. (f)	2,269,714		50,705
Ciena Corp. (a)	1,672,500		25,489
Finisar Corp. (a)	2,657,885		38,938
JDS Uniphase Corp. (a)	1,040,918		14,739
Juniper Networks, Inc. (a)	5,146,343		106,426
NETGEAR, Inc. (a)	951,933		32,413
QUALCOMM, Inc.	5,173,043		339,507
			608,217
Computers & Peripherals - 3.4%
Apple, Inc.	1,405,129		620,237
ASUSTeK Computer, Inc.	807,000		9,887
EMC Corp. (a)	272,413		6,268
Lenovo Group Ltd.	8,378,000		9,355
NCR Corp. (a)	952,135		26,260
SanDisk Corp. (a)	1,109,281		55,897
			727,904
Electronic Equipment & Components - 0.4%
Flextronics International Ltd. (a)	3,886,377		25,844
Jabil Circuit, Inc.	2,834,540		53,091
			78,935
Internet Software & Services - 1.4%
eBay, Inc. (a)	2,249,762		123,017
Google, Inc. Class A (a)	174,786		140,039
LinkedIn Corp. (a)	2,200		370
Mail.ru Group Ltd.:
GDR (g)	391,234		13,138
GDR (Reg. S)	195,272		6,557
Yandex NV (a)	1,006,000		23,329
			306,450
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
IT Services - 0.8%
Accenture PLC Class A	526,876		$ 39,178
Fidelity National Information Services, Inc.	1,064,344		40,073
Fiserv, Inc. (a)	92,595		7,603
The Western Union Co.	1,156,212		16,222
Visa, Inc. Class A	380,513		60,365
			163,441
Semiconductors & Semiconductor Equipment - 2.1%
Altera Corp.	1,874,701		66,402
Analog Devices, Inc.	3,481,729		157,444
ARM Holdings PLC sponsored ADR	355,100		15,454
ASAT Holdings Ltd. (a)	88,719		0
ASML Holding NV	154,658		10,978
Broadcom Corp. Class A	548,000		18,692
Fairchild Semiconductor International, Inc. (a)	841,274		11,997
Integrated Device Technology, Inc. (a)	1,369,026		9,309
Micron Technology, Inc. (a)	5,678,837		47,645
NXP Semiconductors NV (a)	1,551,316		50,139
ON Semiconductor Corp. (a)	3,449,911		27,599
PMC-Sierra, Inc. (a)	3,826,185		24,832
Samsung Electronics Co. Ltd.	9,303		13,246
Skyworks Solutions, Inc. (a)	132,456		2,821
			456,558
Software - 1.2%
Adobe Systems, Inc. (a)	60,705		2,386
Check Point Software Technologies Ltd. (a)	461,074		24,211
Citrix Systems, Inc. (a)	961,251		68,153
Electronic Arts, Inc. (a)	2,960,479		51,897
Fortinet, Inc. (a)	406,860		9,838
Guidewire Software, Inc. (a)	49,200		1,798
Jive Software, Inc. (a)	916,774		15,200
Oracle Corp.	2,582,667		88,482
Ubisoft Entertainment SA (a)	426,495		4,672
			266,637
TOTAL INFORMATION TECHNOLOGY			2,608,142
MATERIALS - 2.2%
Chemicals - 1.7%
Air Products & Chemicals, Inc.	43,462		3,753
Albemarle Corp.	320,445		20,855
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Chemicals - continued
Ashland, Inc.	309,924		$ 24,165
Eastman Chemical Co.	635,861		44,339
Ecolab, Inc.	466,378		35,701
FMC Corp.	517,318		31,174
LyondellBasell Industries NV Class A	968,900		56,797
Monsanto Co.	746,795		75,449
PPG Industries, Inc.	295,676		39,816
Sigma Aldrich Corp.	464,358		35,783
			367,832
Construction Materials - 0.1%
Vulcan Materials Co.	449,405		22,888
Containers & Packaging - 0.3%
Ball Corp.	601,640		26,719
Rock-Tenn Co. Class A	467,409		41,342
			68,061
Metals & Mining - 0.1%
Goldcorp, Inc.	734,297		23,967
TOTAL MATERIALS			482,748
TELECOMMUNICATION SERVICES - 1.6%
Diversified Telecommunication Services - 1.0%
CenturyLink, Inc.	1,103,029		38,242
inContact, Inc. (a)	908,856		6,171
Level 3 Communications, Inc. (a)	649,301		12,973
Verizon Communications, Inc.	3,323,860		154,659
			212,045
Wireless Telecommunication Services - 0.6%
Crown Castle International Corp. (a)	186,575		13,023
SBA Communications Corp. Class A (a)	971,768		69,112
Sprint Nextel Corp. (a)	4,327,779		25,101
Vodafone Group PLC sponsored ADR	541,600		13,616
			120,852
TOTAL TELECOMMUNICATION SERVICES			332,897
UTILITIES - 2.4%
Electric Utilities - 1.3%
American Electric Power Co., Inc.	1,191,532		55,752
Duke Energy Corp.	1,393,920		96,529
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - continued
Electric Utilities - continued
Edison International	1,388,827		$ 66,705
FirstEnergy Corp.	960,768		37,931
NextEra Energy, Inc.	160,392		11,527
			268,444
Gas Utilities - 0.0%
ONEOK, Inc.	235,115		10,578
Independent Power Producers & Energy Traders - 0.3%
NRG Energy, Inc.	1,385,972		33,263
The AES Corp.	2,911,409		33,831
			67,094
Multi-Utilities - 0.8%
CenterPoint Energy, Inc.	1,682,252		36,051
NiSource, Inc.	721,416		19,983
PG&E Corp.	824,429		35,154
Sempra Energy	914,760		71,132
			162,320
TOTAL UTILITIES			508,436
TOTAL COMMON STOCKS (Cost $11,018,679)		13,949,942
Convertible Preferred Stocks - 0.0%
CONSUMER DISCRETIONARY - 0.0%
Media - 0.0%
Jumptap, Inc. Series G (o)	893,724		6,429
INFORMATION TECHNOLOGY - 0.0%
Semiconductors & Semiconductor Equipment - 0.0%
ASAT Holdings Ltd. 13.00% (a)	2,416		0
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $6,519)		6,429

Corporate Bonds - 9.0%
	Principal Amount (000s)		Value (000s)
Convertible Bonds - 0.0%
ENERGY - 0.0%
Oil, Gas & Consumable Fuels - 0.0%
Cobalt International Energy, Inc. 2.625% 12/1/19	$ 3,740		$ 3,862
Nonconvertible Bonds - 9.0%
CONSUMER DISCRETIONARY - 0.6%
Auto Components - 0.0%
DaimlerChrysler NA Holding Corp. 6.5% 11/15/13	1,340		1,393
Delphi Corp. 5% 2/15/23	6,065		6,315
			7,708
Automobiles - 0.1%
Daimler Finance North America LLC 1.95% 3/28/14 (g)	2,240		2,264
Ford Motor Co.:
4.75% 1/15/43	5,121		4,865
7.45% 7/16/31	10,420		13,348
Volkswagen International Finance NV 2.375% 3/22/17 (g)	1,830		1,892
			22,369
Media - 0.5%
AOL Time Warner, Inc. 7.625% 4/15/31	4,975		6,754
Comcast Corp.:
4.95% 6/15/16	955		1,078
5.7% 5/15/18	948		1,141
6.4% 5/15/38	3,000		3,845
6.4% 3/1/40	6,097		7,867
6.95% 8/15/37	7,200		9,765
COX Communications, Inc.:
3.25% 12/15/22 (g)	2,422		2,435
4.625% 6/1/13	3,612		3,649
Discovery Communications LLC:
3.7% 6/1/15	5,665		6,017
5.05% 6/1/20	204		234
NBCUniversal Media LLC:
3.65% 4/30/15	1,468		1,557
5.15% 4/30/20	7,276		8,639
6.4% 4/30/40	6,271		8,062
News America Holdings, Inc. 7.75% 12/1/45	8,630		11,940
Time Warner Cable, Inc.:
5.5% 9/1/41	13,538		14,188
6.2% 7/1/13	3,909		3,978
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
CONSUMER DISCRETIONARY - continued
Media - continued
Time Warner Cable, Inc.: - continued
6.75% 7/1/18	$ 1,974		$ 2,417
Time Warner, Inc.:
3.15% 7/15/15	544		573
5.875% 11/15/16	4,882		5,693
Viacom, Inc.:
1.25% 2/27/15	456		460
3.5% 4/1/17	264		284
			100,576
Specialty Retail - 0.0%
Lowe's Companies, Inc. 3.8% 11/15/21	242		266
TOTAL CONSUMER DISCRETIONARY			130,919
CONSUMER STAPLES - 0.4%
Beverages - 0.1%
Anheuser-Busch InBev Worldwide, Inc.:
2.5% 3/26/13	286		286
5.375% 11/15/14	2,481		2,677
Beam, Inc. 1.875% 5/15/17	1,408		1,434
FBG Finance Ltd. 5.125% 6/15/15 (g)	4,938		5,397
Fortune Brands, Inc.:
5.375% 1/15/16	1,902		2,116
6.375% 6/15/14	1,153		1,233
Heineken NV:
1.4% 10/1/17 (g)	3,274		3,264
2.75% 4/1/23 (g)	3,420		3,333
SABMiller Holdings, Inc.:
1.85% 1/15/15 (g)	2,353		2,394
2.45% 1/15/17 (g)	2,353		2,455
			24,589
Food & Staples Retailing - 0.0%
Walgreen Co.:
1% 3/13/15	1,878		1,884
1.8% 9/15/17	2,793		2,833
			4,717
Food Products - 0.1%
Cargill, Inc. 6% 11/27/17 (g)	572		684
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
CONSUMER STAPLES - continued
Food Products - continued
ConAgra Foods, Inc.:
1.9% 1/25/18	$ 2,279		$ 2,306
3.2% 1/25/23	2,650		2,645
4.65% 1/25/43	2,952		2,963
Kraft Foods, Inc.:
6.5% 8/11/17	3,122		3,779
6.5% 2/9/40	3,854		5,046
6.75% 2/19/14	436		461
			17,884
Tobacco - 0.2%
Altria Group, Inc.:
2.85% 8/9/22	4,604		4,516
4.25% 8/9/42	4,604		4,398
9.7% 11/10/18	6,258		8,735
Reynolds American, Inc.:
3.25% 11/1/22	3,376		3,358
4.75% 11/1/42	5,216		5,105
6.75% 6/15/17	4,975		6,007
7.25% 6/15/37	7,569		9,901
			42,020
TOTAL CONSUMER STAPLES			89,210
ENERGY - 1.1%
Energy Equipment & Services - 0.2%
Cameron International Corp. 1.6% 4/30/15	279		281
DCP Midstream LLC:
4.75% 9/30/21 (g)	6,909		7,316
5.35% 3/15/20 (g)	6,814		7,511
El Paso Pipeline Partners Operating Co. LLC:
4.1% 11/15/15	7,675		8,255
5% 10/1/21	2,791		3,116
6.5% 4/1/20	2,608		3,152
FMC Technologies, Inc.:
2% 10/1/17	846		853
3.45% 10/1/22	1,533		1,556
Noble Holding International Ltd.:
3.05% 3/1/16	914		953
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
ENERGY - continued
Energy Equipment & Services - continued
Noble Holding International Ltd.: - continued
3.45% 8/1/15	$ 1,299		$ 1,361
Transocean, Inc. 5.05% 12/15/16	4,522		5,038
Weatherford International Ltd.:
4.95% 10/15/13	2,930		3,005
5.15% 3/15/13	3,829		3,833
			46,230
Oil, Gas & Consumable Fuels - 0.9%
Anadarko Petroleum Corp.:
5.95% 9/15/16	1,716		1,973
6.375% 9/15/17	15,653		18,694
6.45% 9/15/36	4,710		5,779
Apache Corp. 3.25% 4/15/22	233		241
Cenovus Energy, Inc. 4.5% 9/15/14	900		950
DCP Midstream Operating LP:
2.5% 12/1/17	3,027		3,061
4.95% 4/1/22	1,267		1,364
Duke Energy Field Services:
5.375% 10/15/15 (g)	2,055		2,239
6.45% 11/3/36 (g)	6,493		7,298
El Paso Natural Gas Co. 5.95% 4/15/17	1,572		1,819
Enbridge Energy Partners LP 4.2% 9/15/21	8,103		8,571
Encana Holdings Finance Corp. 5.8% 5/1/14	4,858		5,126
Enterprise Products Operating LP:
5.6% 10/15/14	1,709		1,838
5.65% 4/1/13	563		565
Gulfstream Natural Gas System LLC 6.95% 6/1/16 (g)	780		914
Marathon Petroleum Corp.:
3.5% 3/1/16	493		526
5.125% 3/1/21	4,415		5,140
Midcontinent Express Pipeline LLC 5.45% 9/15/14 (g)	7,948		8,287
Motiva Enterprises LLC:
5.75% 1/15/20 (g)	1,252		1,504
6.85% 1/15/40 (g)	4,294		5,786
Nakilat, Inc. 6.067% 12/31/33 (g)	2,490		3,025
Nexen, Inc.:
5.2% 3/10/15	1,528		1,653
6.2% 7/30/19	2,252		2,775
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Occidental Petroleum Corp. 2.7% 2/15/23	$ 1,942		$ 1,960
Petrobras International Finance Co. Ltd.:
3.875% 1/27/16	7,288		7,619
7.875% 3/15/19	7,382		9,037
Petroleos Mexicanos:
3.5% 1/30/23 (g)	5,005		4,905
4.875% 1/24/22	1,430		1,571
5.5% 1/21/21	7,423		8,488
5.5% 6/27/44	10,422		10,656
6% 3/5/20	2,274		2,674
6.5% 6/2/41	4,318		5,084
Phillips 66:
1.95% 3/5/15	1,844		1,885
2.95% 5/1/17	1,844		1,951
4.3% 4/1/22	6,383		7,036
5.875% 5/1/42	5,485		6,526
Plains All American Pipeline LP/PAA Finance Corp.:
3.65% 6/1/22	3,495		3,686
3.95% 9/15/15	356		383
6.125% 1/15/17	1,940		2,270
Southeast Supply Header LLC 4.85% 8/15/14 (g)	1,358		1,410
Spectra Energy Capital, LLC 5.65% 3/1/20	1,087		1,276
Spectra Energy Partners, LP:
2.95% 6/15/16	1,472		1,521
4.6% 6/15/21	1,816		1,939
Suncor Energy, Inc. 6.1% 6/1/18	623		755
Texas Eastern Transmission LP 6% 9/15/17 (g)	1,301		1,538
TransCapitalInvest Ltd. 5.67% 3/5/14 (g)	6,508		6,749
Western Gas Partners LP 5.375% 6/1/21	9,827		11,113
			191,160
TOTAL ENERGY			237,390
FINANCIALS - 4.5%
Capital Markets - 0.7%
Bear Stearns Companies, Inc. 5.3% 10/30/15	1,060		1,174
BlackRock, Inc.:
3.375% 6/1/22	332		350
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Capital Markets - continued
BlackRock, Inc.: - continued
4.25% 5/24/21	$ 501		$ 563
Goldman Sachs Group, Inc.:
5.75% 1/24/22	16,598		19,478
5.95% 1/18/18	5,343		6,250
6.15% 4/1/18	3,993		4,719
Lazard Group LLC:
6.85% 6/15/17	6,480		7,469
7.125% 5/15/15	2,316		2,568
Merrill Lynch & Co., Inc.:
6.11% 1/29/37	10,942		12,481
6.4% 8/28/17	5,074		5,957
7.75% 5/14/38	8,738		11,807
Morgan Stanley:
3.75% 2/25/23	6,635		6,704
4% 7/24/15	1,373		1,449
4.75% 4/1/14	405		419
4.875% 11/1/22	8,068		8,520
5.375% 10/15/15	17,634		19,250
5.5% 7/28/21	1,363		1,565
5.625% 9/23/19	547		633
5.75% 1/25/21	4,899		5,681
5.95% 12/28/17	301		349
6% 4/28/15	25,830		28,197
6.625% 4/1/18	1,804		2,147
UBS AG Stamford Branch 2.25% 1/28/14	1,211		1,229
			148,959
Commercial Banks - 1.1%
Associated Banc Corp. 5.125% 3/28/16	2,238		2,453
Bank of America NA 5.3% 3/15/17	16,651		18,665
BB&T Corp. 3.95% 3/22/22	1,805		1,934
Comerica Bank 5.7% 6/1/14	613		649
Comerica, Inc. 4.8% 5/1/15	1,223		1,311
Credit Suisse 6% 2/15/18	17,158		19,797
Credit Suisse New York Branch 5.4% 1/14/20	1,450		1,628
Discover Bank:
7% 4/15/20	4,144		5,146
8.7% 11/18/19	745		997
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Commercial Banks - continued
Fifth Third Bancorp:
3.5% 3/15/22	$ 638		$ 666
4.5% 6/1/18	584		650
5.45% 1/15/17	2,232		2,517
8.25% 3/1/38	4,070		5,682
Fifth Third Bank 4.75% 2/1/15	951		1,017
Fifth Third Capital Trust IV 6.5% 4/15/67 (k)	4,966		4,972
HBOS PLC 6.75% 5/21/18 (g)	560		621
Huntington Bancshares, Inc. 7% 12/15/20	3,353		4,158
Intesa Sanpaolo SpA:
3.125% 1/15/16	10,055		9,922
3.875% 1/16/18	20,086		19,741
JPMorgan Chase Bank 6% 10/1/17	2,460		2,913
KeyBank NA:
5.45% 3/3/16	3,278		3,696
5.8% 7/1/14	9,872		10,534
KeyCorp. 5.1% 3/24/21	628		730
Marshall & Ilsley Bank:
4.85% 6/16/15	5,313		5,693
5% 1/17/17	10,492		11,534
Regions Bank:
6.45% 6/26/37	10,905		11,668
7.5% 5/15/18	8,457		10,318
Regions Financial Corp.:
5.75% 6/15/15	1,528		1,660
7.75% 11/10/14	7,190		7,927
Royal Bank of Scotland Group PLC 6.125% 12/15/22	39,429		41,378
SunTrust Banks, Inc.:
0.608% 4/1/15 (k)	9,681		9,494
3.5% 1/20/17	4,557		4,904
3.6% 4/15/16	305		327
UnionBanCal Corp.:
3.5% 6/18/22	969		1,008
5.25% 12/16/13	1,113		1,153
Wachovia Bank NA 4.8% 11/1/14	557		595
Wachovia Corp. 5.625% 10/15/16	5,718		6,547
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Commercial Banks - continued
Wells Fargo & Co.:
1.5% 7/1/15	$ 1,600		$ 1,629
3.676% 6/15/16	3,236		3,510
			239,744
Consumer Finance - 0.3%
American Express Credit Corp.:
2.75% 9/15/15	1,633		1,708
2.8% 9/19/16	626		662
American Honda Finance Corp. 1.45% 2/27/15 (g)	2,385		2,418
Discover Financial Services:
3.85% 11/21/22 (g)	2,701		2,764
5.2% 4/27/22	2,488		2,816
6.45% 6/12/17	13,316		15,640
Ford Motor Credit Co. LLC:
2.5% 1/15/16	16,000		16,290
3% 6/12/17	6,246		6,405
General Electric Capital Corp.:
1% 12/11/15	5,163		5,199
2.1% 12/11/19	1,764		1,798
2.15% 1/9/15	2,735		2,810
2.25% 11/9/15	645		668
4.625% 1/7/21	849		960
HSBC USA, Inc. 1.625% 1/16/18	5,604		5,629
Hyundai Capital America:
1.625% 10/2/15 (g)	2,131		2,146
2.125% 10/2/17 (g)	2,357		2,377
			70,290
Diversified Financial Services - 0.6%
ABB Finance (USA), Inc. 2.875% 5/8/22	1,830		1,852
Bank of America Corp.:
3.875% 3/22/17	944		1,017
5.875% 2/7/42	5,117		6,224
6.5% 8/1/16	1,220		1,408
BP Capital Markets PLC:
3.125% 10/1/15	1,345		1,425
4.5% 10/1/20	1,336		1,519
4.742% 3/11/21	6,000		6,942
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Diversified Financial Services - continued
Citigroup, Inc.:
4.05% 7/30/22	$ 2,641		$ 2,743
4.45% 1/10/17	15,842		17,495
4.5% 1/14/22	4,498		5,007
4.75% 5/19/15	16,309		17,503
5.875% 1/30/42	147		179
6.125% 5/15/18	820		981
6.5% 8/19/13	24,589		25,254
JPMorgan Chase & Co.:
3.15% 7/5/16	1,641		1,737
3.25% 9/23/22	14,000		14,133
3.4% 6/24/15	1,319		1,394
RBS Citizens Financial Group, Inc. 4.15% 9/28/22 (g)	6,485		6,637
TECO Finance, Inc.:
4% 3/15/16	1,828		1,969
5.15% 3/15/20	164		190
			115,609
Insurance - 0.8%
American International Group, Inc.:
2.375% 8/24/15	16,000		16,417
3.8% 3/22/17	6,043		6,562
4.875% 9/15/16	2,262		2,528
4.875% 6/1/22	3,000		3,403
Aon Corp.:
3.125% 5/27/16	4,743		5,006
3.5% 9/30/15	4,875		5,134
5% 9/30/20	129		148
Axis Capital Holdings Ltd. 5.75% 12/1/14	452		482
Great-West Life & Annuity Insurance Co. 7.153% 5/16/46 (g)(k)	2,508		2,583
Hartford Financial Services Group, Inc.:
4% 10/15/17	1,308		1,454
5.125% 4/15/22	11,941		13,761
5.375% 3/15/17	685		781
6.625% 4/15/42	9,968		12,887
Liberty Mutual Group, Inc.:
5% 6/1/21 (g)	8,525		9,316
6.5% 3/15/35 (g)	1,315		1,481
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Insurance - continued
Marsh & McLennan Companies, Inc. 4.8% 7/15/21	$ 5,569		$ 6,310
Massachusetts Mutual Life Insurance Co. 5.375% 12/1/41 (g)	3,576		4,074
MetLife, Inc.:
1.756% 12/15/17 (e)	2,742		2,774
5% 6/15/15	941		1,030
6.75% 6/1/16	5,158		6,087
Metropolitan Life Global Funding I 3% 1/10/23 (g)	3,948		3,940
Monumental Global Funding III 5.5% 4/22/13 (g)	3,704		3,729
Northwestern Mutual Life Insurance Co. 6.063% 3/30/40 (g)	4,915		6,241
Pacific Life Global Funding 5.15% 4/15/13 (g)	1,718		1,727
Pacific Life Insurance Co. 9.25% 6/15/39 (g)	3,967		5,797
Pacific LifeCorp:
5.125% 1/30/43 (g)	6,034		5,906
6% 2/10/20 (g)	9,325		10,722
Prudential Financial, Inc.:
3.875% 1/14/15	5,340		5,632
4.5% 11/16/21	1,764		1,960
7.375% 6/15/19	2,520		3,231
QBE Insurance Group Ltd. 5.647% 7/1/23 (g)(k)	658		655
Symetra Financial Corp. 6.125% 4/1/16 (g)	8,408		9,344
Unum Group:
5.625% 9/15/20	3,860		4,467
5.75% 8/15/42	6,349		6,866
7.125% 9/30/16	2,076		2,427
			174,862
Real Estate Investment Trusts - 0.5%
Alexandria Real Estate Equities, Inc. 4.6% 4/1/22	2,035		2,198
AvalonBay Communities, Inc. 4.95% 3/15/13	296		296
Boston Properties, Inc. 3.85% 2/1/23	8,081		8,560
BRE Properties, Inc. 5.5% 3/15/17	2,334		2,652
Camden Property Trust:
2.95% 12/15/22	2,417		2,350
5.375% 12/15/13	3,103		3,209
DDR Corp. 4.625% 7/15/22	4,470		4,833
Developers Diversified Realty Corp.:
4.75% 4/15/18	6,131		6,780
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
Developers Diversified Realty Corp.: - continued
7.5% 4/1/17	$ 6,446		$ 7,687
9.625% 3/15/16	1,851		2,262
Duke Realty LP:
3.875% 10/15/22	4,826		4,956
4.375% 6/15/22	3,753		4,004
4.625% 5/15/13	1,289		1,299
5.4% 8/15/14	1,356		1,432
5.5% 3/1/16	3,075		3,391
6.75% 3/15/20	1,339		1,638
8.25% 8/15/19	2,643		3,442
Equity One, Inc.:
3.75% 11/15/22	8,200		8,053
5.375% 10/15/15	948		1,036
6% 9/15/17	876		1,002
6.25% 1/15/17	663		755
Federal Realty Investment Trust:
5.4% 12/1/13	355		367
5.9% 4/1/20	1,971		2,349
6.2% 1/15/17	501		584
HCP, Inc. 3.15% 8/1/22	7,000		6,964
Health Care REIT, Inc.:
2.25% 3/15/18	1,976		1,994
4.125% 4/1/19	13,700		14,897
HRPT Properties Trust:
5.75% 11/1/15	1,731		1,879
6.25% 6/15/17	996		1,088
6.65% 1/15/18	676		769
Washington (REIT) 5.25% 1/15/14	1,137		1,173
Weingarten Realty Investors 3.375% 10/15/22	1,228		1,207
			105,106
Real Estate Management & Development - 0.5%
AMB Property LP 5.9% 8/15/13	2,086		2,128
BioMed Realty LP:
3.85% 4/15/16	8,775		9,345
4.25% 7/15/22	2,970		3,111
6.125% 4/15/20	2,611		3,051
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Management & Development - continued
Brandywine Operating Partnership LP:
3.95% 2/15/23	$ 7,304		$ 7,354
4.95% 4/15/18	2,733		3,039
5.7% 5/1/17	309		349
6% 4/1/16	2,770		3,108
7.5% 5/15/15	776		873
Digital Realty Trust LP:
4.5% 7/15/15	3,650		3,887
5.25% 3/15/21	4,138		4,600
ERP Operating LP 5.75% 6/15/17	2,042		2,396
Liberty Property LP:
3.375% 6/15/23	3,313		3,276
4.125% 6/15/22	3,219		3,378
4.75% 10/1/20	8,747		9,636
5.125% 3/2/15	1,672		1,791
5.5% 12/15/16	2,529		2,867
Mack-Cali Realty LP:
2.5% 12/15/17	4,556		4,617
4.5% 4/18/22	2,016		2,145
7.75% 8/15/19	2,476		3,136
Post Apartment Homes LP 3.375% 12/1/22	1,364		1,356
Prime Property Funding, Inc.:
5.125% 6/1/15 (g)	2,812		2,972
5.5% 1/15/14 (g)	1,168		1,203
5.7% 4/15/17 (g)	2,854		3,150
Regency Centers LP:
4.95% 4/15/14	494		515
5.25% 8/1/15	3,893		4,243
5.875% 6/15/17	877		1,010
Simon Property Group LP:
2.8% 1/30/17	82		87
4.2% 2/1/15	2,640		2,790
Tanger Properties LP:
6.125% 6/1/20	9,597		11,756
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Management & Development - continued
Tanger Properties LP: - continued
6.15% 11/15/15	$ 1,286		$ 1,458
Ventas Realty LP 2% 2/15/18	4,056		4,067
			108,694
TOTAL FINANCIALS			963,264
HEALTH CARE - 0.6%
Biotechnology - 0.1%
Amgen, Inc.:
3.875% 11/15/21	1,808		1,967
5.15% 11/15/41	17,224		18,867
Celgene Corp. 2.45% 10/15/15	2,168		2,248
			23,082
Health Care Providers & Services - 0.3%
Aetna, Inc.:
1.5% 11/15/17	796		799
2.75% 11/15/22	3,213		3,137
4.125% 11/15/42	1,793		1,724
Coventry Health Care, Inc.:
5.95% 3/15/17	1,413		1,645
6.3% 8/15/14	2,925		3,140
Express Scripts Holding Co.:
3.9% 2/15/22	1,915		2,041
4.75% 11/15/21	11,855		13,389
6.125% 11/15/41	5,466		6,831
Express Scripts, Inc.:
3.125% 5/15/16	332		350
6.25% 6/15/14	1,991		2,128
Medco Health Solutions, Inc.:
2.75% 9/15/15	4,158		4,346
4.125% 9/15/20	5,031		5,468
UnitedHealth Group, Inc.:
1.4% 10/15/17	1,319		1,325
1.625% 3/15/19	1,873		1,876
2.75% 2/15/23	1,069		1,057
2.875% 3/15/23	8,084		8,057
3.95% 10/15/42	1,469		1,387
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
HEALTH CARE - continued
Health Care Providers & Services - continued
UnitedHealth Group, Inc.: - continued
4.25% 3/15/43	$ 5,000		$ 4,936
WellPoint, Inc.:
1.25% 9/10/15	108		109
1.875% 1/15/18	195		197
3.3% 1/15/23	4,298		4,350
4.65% 1/15/43	5,229		5,290
			73,582
Pharmaceuticals - 0.2%
AbbVie, Inc.:
1.75% 11/6/17 (g)	6,470		6,552
2.9% 11/6/22 (g)	6,636		6,634
4.4% 11/6/42 (g)	6,482		6,594
Novartis Capital Corp. 2.4% 9/21/22	1,315		1,302
Watson Pharmaceuticals, Inc.:
1.875% 10/1/17	2,149		2,167
5% 8/15/14	2,544		2,692
Zoetis, Inc.:
1.875% 2/1/18 (g)	992		996
3.25% 2/1/23 (g)	2,418		2,433
4.7% 2/1/43 (g)	2,426		2,486
			31,856
TOTAL HEALTH CARE			128,520
INDUSTRIALS - 0.3%
Aerospace & Defense - 0.0%
BAE Systems Holdings, Inc.:
4.95% 6/1/14 (g)	2,021		2,112
6.375% 6/1/19 (g)	5,000		5,966
			8,078
Air Freight & Logistics - 0.0%
United Parcel Service, Inc. 2.45% 10/1/22	1,883		1,868
Airlines - 0.1%
Continental Airlines, Inc.:
6.648% 3/15/19	3,769		4,038
6.9% 7/2/19	1,063		1,133
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
INDUSTRIALS - continued
Airlines - continued
U.S. Airways pass-thru trust certificates:
6.85% 1/30/18	$ 2,181		$ 2,290
8.36% 1/20/19	1,800		1,967
			9,428
Industrial Conglomerates - 0.1%
General Electric Co. 4.125% 10/9/42	19,701		19,697
Machinery - 0.0%
Deere & Co. 2.6% 6/8/22	2,401		2,419
Road & Rail - 0.1%
Burlington Northern Santa Fe LLC:
4.4% 3/15/42	11,995		12,081
5.05% 3/1/41	8,624		9,557
			21,638
TOTAL INDUSTRIALS			63,128
INFORMATION TECHNOLOGY - 0.1%
Electronic Equipment & Components - 0.0%
Tyco Electronics Group SA:
1.6% 2/3/15	188		191
5.95% 1/15/14	5,513		5,758
6.55% 10/1/17	1,119		1,338
			7,287
IT Services - 0.0%
The Western Union Co. 2.375% 12/10/15	155		158
Office Electronics - 0.1%
Xerox Corp.:
1.1101% 5/16/14 (k)	10,110		10,091
2.95% 3/15/17	1,143		1,172
4.25% 2/15/15	1,302		1,370
			12,633
TOTAL INFORMATION TECHNOLOGY			20,078
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
MATERIALS - 0.2%
Chemicals - 0.1%
Ecolab, Inc. 1.45% 12/8/17	$ 3,459		$ 3,443
The Dow Chemical Co. 7.6% 5/15/14	5,446		5,890
			9,333
Construction Materials - 0.0%
CRH America, Inc. 6% 9/30/16	3,083		3,512
Metals & Mining - 0.1%
Anglo American Capital PLC 9.375% 4/8/14 (g)	3,112		3,388
Corporacion Nacional del Cobre de Chile (Codelco) 3.875% 11/3/21 (g)	8,722		9,209
Vale Overseas Ltd. 6.25% 1/23/17	3,906		4,468
			17,065
TOTAL MATERIALS			29,910
TELECOMMUNICATION SERVICES - 0.3%
Diversified Telecommunication Services - 0.3%
AT&T, Inc.:
2.4% 8/15/16	355		371
2.5% 8/15/15	1,377		1,434
4.35% 6/15/45 (g)	1,184		1,114
5.55% 8/15/41	19,700		22,224
BellSouth Capital Funding Corp. 7.875% 2/15/30	61		79
CenturyLink, Inc.:
5.15% 6/15/17	487		513
6% 4/1/17	3,467		3,759
6.15% 9/15/19	4,463		4,810
Embarq Corp.:
7.082% 6/1/16	3,397		3,903
7.995% 6/1/36	3,741		3,970
Verizon Communications, Inc.:
3.85% 11/1/42	13,000		11,710
6.25% 4/1/37	4,611		5,707
			59,594
Wireless Telecommunication Services - 0.0%
America Movil S.A.B. de CV:
2.375% 9/8/16	371		384
3.625% 3/30/15	3,102		3,269
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - continued
DIRECTV Holdings LLC/DIRECTV Financing, Inc. 6.35% 3/15/40	$ 2,500		$ 2,757
Vodafone Group PLC 5% 12/16/13	2,696		2,792
			9,202
TOTAL TELECOMMUNICATION SERVICES			68,796
UTILITIES - 0.9%
Electric Utilities - 0.5%
AmerenUE 6.4% 6/15/17	1,518		1,839
American Electric Power Co., Inc.:
1.65% 12/15/17	2,632		2,641
2.95% 12/15/22	2,492		2,483
Cleveland Electric Illuminating Co. 5.65% 12/15/13	7,959		8,247
Commonwealth Edison Co. 1.95% 9/1/16	220		228
Duke Capital LLC 5.668% 8/15/14	3,457		3,688
Duquesne Light Holdings, Inc.:
5.9% 12/1/21 (g)	5,539		6,562
6.4% 9/15/20 (g)	11,856		14,258
Edison International 3.75% 9/15/17	4,499		4,889
Entergy Louisiana LLC 1.875% 12/15/14	202		206
FirstEnergy Corp.:
2.75% 3/15/18	2,751		2,751
4.25% 3/15/23	7,800		7,794
7.375% 11/15/31	10,706		12,715
FirstEnergy Solutions Corp.:
4.8% 2/15/15	4,260		4,551
6.05% 8/15/21	12,120		14,427
LG&E and KU Energy LLC:
2.125% 11/15/15	5,251		5,380
3.75% 11/15/20	1,034		1,099
Nevada Power Co. 6.5% 8/1/18	2,642		3,302
NextEra Energy Capital Holdings, Inc. 1.611% 6/1/14	619		625
Pennsylvania Electric Co. 6.05% 9/1/17	618		722
Pepco Holdings, Inc. 2.7% 10/1/15	5,263		5,464
Progress Energy, Inc. 4.4% 1/15/21	405		451
Sierra Pacific Power Co. 5.45% 9/1/13	2,624		2,686
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
UTILITIES - continued
Electric Utilities - continued
Southern Co. 2.375% 9/15/15	$ 393		$ 408
West Penn Power Co. 5.95% 12/15/17 (g)	6,500		7,664
			115,080
Gas Utilities - 0.0%
Southern Natural Gas Co. 5.9% 4/1/17 (g)	357		417
Southern Natural Gas Co. / Southern Natural Issuing Corp. 4.4% 6/15/21	2,473		2,712
			3,129
Independent Power Producers & Energy Traders - 0.0%
PSEG Power LLC 2.75% 9/15/16	1,703		1,773
Multi-Utilities - 0.4%
Ameren Illinois Co. 6.125% 11/15/17	333		401
Dominion Resources, Inc.:
1.95% 8/15/16	246		254
2.611% 9/30/66 (k)	15,073		14,080
7.5% 6/30/66 (k)	5,485		6,089
MidAmerican Energy Holdings, Co. 6.5% 9/15/37	3,287		4,313
National Grid PLC 6.3% 8/1/16	973		1,131
NiSource Finance Corp.:
4.45% 12/1/21	2,934		3,215
5.25% 9/15/17	682		784
5.25% 2/15/43	6,481		6,879
5.4% 7/15/14	7,266		7,705
5.45% 9/15/20	980		1,149
5.8% 2/1/42	3,785		4,225
6.15% 3/1/13	2,221		2,221
6.4% 3/15/18	2,230		2,677
6.8% 1/15/19	4,065		4,973
Sempra Energy:
2% 3/15/14	2,355		2,385
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
UTILITIES - continued
Multi-Utilities - continued
Sempra Energy: - continued
2.875% 10/1/22	$ 6,192		$ 6,177
Wisconsin Energy Corp. 6.25% 5/15/67 (k)	4,882		5,299
			73,957
TOTAL UTILITIES			193,939
TOTAL NONCONVERTIBLE BONDS			1,925,154
TOTAL CORPORATE BONDS (Cost $1,809,333)		1,929,016
U.S. Treasury Obligations - 5.8%
U.S. Treasury Bills, yield at date of purchase 0.06% to 0.11% 4/18/13 (j)	9,650		9,649
U.S. Treasury Bonds 3.125% 2/15/43	116,367		117,131
U.S. Treasury Notes:
0.375% 1/15/16	216,378		216,632
0.375% 2/15/16	31,000		31,027
0.875% 1/31/18	377,417		379,717
1.25% 2/29/20	344,087		343,980
1.625% 11/15/22	93,650		91,733
1.75% 5/15/22 (p)	36,229		36,206
2% 2/15/23	13,778		13,922
TOTAL U.S. TREASURY OBLIGATIONS (Cost $1,233,404)		1,239,997
U.S. Government Agency - Mortgage Securities - 5.3%
Fannie Mae - 4.1%
2.5% 11/1/27	884		919
2.5% 3/1/28 (i)	31,000		32,199
2.5% 3/1/28 (i)	14,000		14,542
2.5% 3/1/28 (i)	15,000		15,580
2.5% 3/1/28 (i)	6,200		6,440
2.559% 6/1/36 (k)	175		187
2.944% 7/1/37 (k)	454		481
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Fannie Mae - continued
3% 4/1/27 to 11/1/27	$ 4,319		$ 4,559
3% 3/1/28 (i)	11,000		11,579
3% 3/1/28 (i)	3,600		3,790
3% 3/1/28 (i)	2,700		2,842
3.5% 1/1/21 to 11/1/42	16,751		17,758
3.5% 3/1/28 (i)	13,000		13,783
3.5% 3/1/28 (i)	3,800		4,029
3.5% 3/1/28 (i)	2,700		2,863
3.5% 7/1/42	121		128
3.5% 8/1/42	149		158
3.5% 8/1/42	118		125
4% 9/1/26 to 4/1/42	69,388		74,236
4% 3/1/28 (i)	18,500		19,799
4% 3/1/28 (i)	7,100		7,598
4% 9/1/41	104		112
4% 3/1/43 (i)	52,200		55,650
4% 3/1/43 (i)	64,400		68,656
4% 3/1/43 (i)	23,600		25,160
4.5% 12/1/23 to 7/1/41	8,817		9,573
4.5% 3/1/43 (i)	86,900		93,557
4.5% 3/1/43 (i)	39,000		41,987
4.5% 3/1/43 (i)	29,900		32,190
5% 12/1/25 to 11/1/28	66		72
5% 3/1/43 (i)	45,000		48,730
5% 3/1/43 (i)	20,000		21,658
5% 3/1/43 (i)	3,500		3,790
5% 3/1/43 (i)	14,900		16,135
5.5% 9/1/24 to 3/1/40	49,064		53,722
5.5% 3/1/43 (i)	46,000		50,121
5.5% 3/1/43 (i)	5,200		5,666
5.5% 3/1/43 (i)	13,200		14,383
6% 6/1/35 to 4/1/40	18,982		20,929
6% 3/1/43 (i)	62,000		67,963
6% 3/1/43 (i)	16,100		17,648
6.5% 7/1/32 to 8/1/36	1,758		2,010
TOTAL FANNIE MAE			883,307
Freddie Mac - 0.6%
3.439% 10/1/35 (k)	253		272
3.5% 4/1/32 to 11/1/42	14,154		15,027
4% 6/1/24 to 11/1/41	11,489		12,398
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Freddie Mac - continued
4.5% 7/1/25 to 10/1/41	$ 37,891		$ 40,917
5% 3/1/19 to 9/1/40	24,561		26,622
5.5% 1/1/28 to 3/1/40	15,352		16,657
6% 7/1/37 to 8/1/37	817		895
6.5% 3/1/36	1,170		1,340
TOTAL FREDDIE MAC			114,128
Ginnie Mae - 0.6%
3% 12/20/42	10,252		10,750
3% 3/1/43 (i)	1,000		1,047
3.5% 11/15/41 to 3/15/42	1,776		1,928
4% 1/15/25 to 11/15/41	24,810		27,016
4% 3/1/43 (i)	4,600		5,002
4.5% 5/15/39 to 4/15/41	35,161		38,666
4.5% 3/1/43 (i)	5,900		6,448
5% 3/15/39 to 9/15/41	21,846		24,238
5.5% 12/15/31 to 1/15/39	1,120		1,234
6% 2/15/34 to 9/20/38	11,486		12,998
TOTAL GINNIE MAE			129,327
TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES (Cost $1,116,684)		1,126,762
Asset-Backed Securities - 0.2%
Accredited Mortgage Loan Trust Series 2005-1 Class M1, 0.6717% 4/25/35 (k)	869		805
ACE Securities Corp. Home Equity Loan Trust:
Series 2004-HE1 Class M2, 1.8517% 3/25/34 (k)	398		389
Series 2005-HE2 Class M2, 0.8767% 4/25/35 (k)	54		53
Ameriquest Mortgage Securities, Inc. pass-thru certificates:
Series 2003-10 Class M1, 0.9017% 12/25/33 (k)	79		72
Series 2004-R2 Class M3, 1.0267% 4/25/34 (k)	108		83
Series 2005-R2 Class M1, 0.6517% 4/25/35 (k)	2,266		2,210
Argent Securities, Inc. pass-thru certificates:
Series 2003-W7 Class A2, 0.9817% 3/25/34 (k)	53		45
Series 2004-W11 Class M2, 1.2517% 11/25/34 (k)	616		563
Series 2004-W7 Class M1, 1.0267% 5/25/34 (k)	1,600		1,498
Series 2006-W4 Class A2C, 0.3617% 5/25/36 (k)	1,395		492
Asset-Backed Securities - continued
	Principal Amount (000s)		Value (000s)
Asset Backed Securities Corp. Home Equity Loan Trust:
Series 2004-HE2 Class M1, 1.0267% 4/25/34 (k)	$ 2,452		$ 2,270
Series 2006-HE2 Class M1, 0.5717% 3/25/36 (k)	52		1
Capital Trust Ltd. Series 2004-1:
Class A2, 0.6507% 7/20/39 (g)(k)	61		55
Class B, 0.9507% 7/20/39 (g)(k)	290		132
Class C, 1.3007% 7/20/39 (g)(k)	372		0 *
Carrington Mortgage Loan Trust Series 2007-RFC1 Class A3, 0.3417% 12/25/36 (k)	1,978		1,020
Countrywide Asset-Backed Certificates Trust Series 2007-4 Class A1A, 0.3237% 9/25/37 (k)	45		45
Countrywide Home Loans, Inc.:
Series 2004-3 Class M4, 1.6567% 4/25/34 (k)	175		83
Series 2004-4 Class M2, 0.9967% 6/25/34 (k)	645		572
Fannie Mae Series 2004-T5 Class AB3, 1.0332% 5/28/35 (k)	43		33
Fieldstone Mortgage Investment Corp. Series 2004-3 Class M5, 2.3767% 8/25/34 (k)	319		233
First Franklin Mortgage Loan Trust:
Series 2004-FF2 Class M3, 1.0267% 3/25/34 (k)	23		16
Series 2006-FF14 Class A2, 0.2617% 10/25/36 (k)	136		136
Fremont Home Loan Trust Series 2005-A:
Class M3, 0.9367% 1/25/35 (k)	1,041		444
Class M4, 1.2217% 1/25/35 (k)	399		47
GCO Education Loan Funding Master Trust II Series 2007-1A Class C1L, 0.6681% 2/25/47 (g)(k)	3,122		2,125
GE Business Loan Trust:
Series 2003-1 Class A, 0.6312% 4/15/31 (g)(k)	169		161
Series 2006-2A:
Class A, 0.3812% 11/15/34 (g)(k)	1,289		1,190
Class B, 0.4812% 11/15/34 (g)(k)	465		395
Class C, 0.5812% 11/15/34 (g)(k)	773		557
Class D, 0.9512% 11/15/34 (g)(k)	294		197
Guggenheim Structured Real Estate Funding Ltd. Series 2006-3 Class C, 0.7517% 9/25/46 (g)(k)	1,490		1,472
Home Equity Asset Trust:
Series 2003-2 Class M1, 1.5217% 8/25/33 (k)	359		350
Series 2003-3 Class M1, 1.4917% 8/25/33 (k)	699		643
Series 2003-5 Class A2, 0.9017% 12/25/33 (k)	36		30
HSI Asset Securitization Corp. Trust Series 2007-HE1 Class 2A3, 0.3917% 1/25/37 (k)	1,642		799
JPMorgan Mortgage Acquisition Trust:
Series 2006-NC2 Class M2, 0.5017% 7/25/36 (k)	3,185		53
Asset-Backed Securities - continued
	Principal Amount (000s)		Value (000s)
JPMorgan Mortgage Acquisition Trust: - continued
Series 2007-CH1 Class AV4, 0.3317% 11/25/36 (k)	$ 1,641		$ 1,589
Keycorp Student Loan Trust:
Series 1999-A Class A2, 0.64% 12/27/29 (k)	491		469
Series 2006-A Class 2C, 1.46% 3/27/42 (k)	2,909		141
MASTR Asset Backed Securities Trust Series 2007-HE1 Class M1, 0.5017% 5/25/37 (k)	730		8
Meritage Mortgage Loan Trust Series 2004-1 Class M1, 0.9517% 7/25/34 (k)	154		125
Merrill Lynch Mortgage Investors Trust:
Series 2003-OPT1 Class M1, 1.1767% 7/25/34 (k)	506		438
Series 2006-FM1 Class A2B, 0.3117% 4/25/37 (k)	1,248		1,045
Series 2006-OPT1 Class A1A, 0.4617% 6/25/35 (k)	2,831		2,526
Morgan Stanley ABS Capital I Trust:
Series 2004-HE6 Class A2, 0.5417% 8/25/34 (k)	63		55
Series 2005-NC1 Class M1, 0.6417% 1/25/35 (k)	439		400
Series 2005-NC2 Class B1, 1.3717% 3/25/35 (k)	457		19
New Century Home Equity Loan Trust Series 2005-4 Class M2, 0.7117% 9/25/35 (k)	1,566		1,283
Ocala Funding LLC:
Series 2005-1A Class A, 1.7007% 3/20/10 (d)(g)(k)	621		0
Series 2006-1A Class A, 1.6007% 3/20/11 (d)(g)(k)	1,290		0
Park Place Securities, Inc.:
Series 2004-WCW1:
Class M3, 1.4517% 9/25/34 (k)	585		468
Class M4, 1.6517% 9/25/34 (k)	750		220
Series 2005-WCH1 Class M4, 1.0317% 1/25/36 (k)	1,620		1,316
Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 1.0017% 4/25/33 (k)	6		5
Saxon Asset Securities Trust Series 2004-1 Class M1, 0.9967% 3/25/35 (k)	1,309		1,087
Sierra Receivables Funding Co. Series 2007-1A Class A2, 0.3547% 3/20/19 (FGIC Insured) (g)(k)	343		341
SLM Private Credit Student Loan Trust Series 2004-A Class C, 1.258% 6/15/33 (k)	1,385		947
Structured Asset Investment Loan Trust Series 2004-8 Class M5, 1.9267% 9/25/34 (k)	63		26
SVO VOI Mortgage Corp. Series 2006-AA Class A, 5.28% 2/20/24 (g)	390		397
Terwin Mortgage Trust Series 2003-4HE Class A1, 1.0617% 9/25/34 (k)	32		29
Asset-Backed Securities - continued
	Principal Amount (000s)		Value (000s)
Trapeza CDO XII Ltd./Trapeza CDO XII, Inc. Series 2007-12A Class B, 0.865% 4/6/42 (g)(k)	$ 2,188		$ 27
Whinstone Capital Management Ltd. Series 1A Class B3, 2.101% 10/25/44 (g)(k)	1,964		1,719
TOTAL ASSET-BACKED SECURITIES (Cost $26,188)		33,949
Collateralized Mortgage Obligations - 0.3%
Private Sponsor - 0.2%
Bear Stearns ALT-A Trust floater Series 2005-1 Class A1, 0.7617% 1/25/35 (k)	1,831		1,756
First Horizon Mortgage pass-thru Trust Series 2004-AR5 Class 2A1, 2.6313% 10/25/34 (k)	1,108		1,153
Granite Master Issuer PLC:
floater:
Series 2006-1A Class A5, 0.3407% 12/20/54 (g)(k)	6,041		5,920
Series 2006-3 Class M2, 0.7607% 12/20/54 (k)	5,460		4,887
Series 2006-4:
Class B1, 0.3807% 12/20/54 (k)	4,556		4,251
Class M1, 0.5407% 12/20/54 (k)	1,198		1,072
Series 2007-1:
Class 1B1, 0.3407% 12/20/54 (k)	4,650		4,338
Class 1M1, 0.5007% 12/20/54 (k)	1,611		1,442
Class 2M1, 0.7007% 12/20/54 (k)	2,067		1,850
Series 2007-2 Class 2C1, 1.0622% 12/17/54 (k)	2,864		2,437
sequential payer Series 2006-3 Class B2, 0.5407% 12/20/54 (k)	5,461		5,095
Granite Mortgages PLC floater Series 2003-3 Class 1C, 2.752% 1/20/44 (k)	472		454
JPMorgan Mortgage Trust sequential payer Series 2006-A5 Class 3A5, 5.5367% 8/25/36 (k)	1,741		1,418
MASTR Adjustable Rate Mortgages Trust Series 2007-3 Class 22A2, 0.4117% 5/25/47 (k)	745		544
Merrill Lynch Alternative Note Asset Trust floater Series 2007-OAR1 Class A1, 0.3717% 2/25/37 (k)	1,368		1,181
Opteum Mortgage Acceptance Corp. floater Series 2005-3 Class APT, 0.4917% 7/25/35 (k)	1,916		1,842
RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B:
Class B5, 2.5492% 7/10/35 (g)(k)	959		844
Class B6, 3.0492% 7/10/35 (g)(k)	204		176
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (000s)
Private Sponsor - continued
Residential Funding Securities Corp. floater Series 2003-RP2 Class A1, 0.6517% 6/25/33 (g)(k)	$ 129		$ 125
Sequoia Mortgage Trust floater Series 2004-6 Class A3B, 1.3885% 7/20/34 (k)	35		33
Structured Asset Securities Corp. Series 2003-15A Class 4A, 4.7816% 4/25/33 (k)	262		260
TBW Mortgage-Backed pass-thru certificates floater Series 2006-4 Class A3, 0.4017% 9/25/36 (k)	3,095		2,838
TOTAL PRIVATE SPONSOR			43,916
U.S. Government Agency - 0.1%
Fannie Mae floater Series 2013-9 Class FA 0.5517% 3/25/42 (k)	18,280		18,299
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $47,972)		62,215
Commercial Mortgage Securities - 2.4%
Asset Securitization Corp. Series 1997-D5 Class PS1, 1.4302% 2/14/43 (k)(m)	564		19
Banc of America Commercial Mortgage Trust:
sequential payer:
Series 2004-2 Class A4, 4.153% 11/10/38	1,321		1,332
Series 2005-1 Class A3, 4.877% 11/10/42	205		206
Series 2006-2 Class AAB, 5.7141% 5/10/45 (k)	892		938
Series 2006-5:
Class A2, 5.317% 9/10/47	3,719		3,718
Class A3, 5.39% 9/10/47	1,832		1,927
Series 2006-6 Class A3, 5.369% 10/10/45	2,628		2,847
Series 2007-4 Class A3, 5.806% 2/10/51 (k)	882		928
Series 2001-3 Class H, 6.562% 4/11/37 (g)	735		739
Series 2005-3 Class A3B, 5.09% 7/10/43 (k)	4,082		4,269
Series 2006-6 Class E, 5.619% 10/10/45 (g)	759		73
Series 2007-3:
Class A3, 5.5925% 6/10/49 (k)	2,194		2,194
Class A4, 5.5925% 6/10/49 (k)	2,739		3,149
Banc of America Commercial Mortgage, Inc. sequential payer Series 2001-1 Class A4, 5.451% 1/15/49	2,878		3,285
Banc of America Large Loan, Inc. floater Series 2006-BIX1 Class G, 0.5312% 10/15/19 (g)(k)	454		450
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Bayview Commercial Asset Trust:
floater:
Series 2003-2 Class M1, 1.0517% 12/25/33 (g)(k)	$ 59		$ 43
Series 2005-3A:
Class A2, 0.6017% 11/25/35 (g)(k)	495		414
Class M1, 0.6417% 11/25/35 (g)(k)	65		42
Class M2, 0.6917% 11/25/35 (g)(k)	82		53
Class M3, 0.7117% 11/25/35 (g)(k)	74		46
Class M4, 0.8017% 11/25/35 (g)(k)	92		45
Series 2005-4A:
Class A2, 0.5917% 1/25/36 (g)(k)	1,300		1,026
Class B1, 1.6017% 1/25/36 (g)(k)	112		17
Class M1, 0.6517% 1/25/36 (g)(k)	419		233
Class M2, 0.6717% 1/25/36 (g)(k)	126		66
Class M3, 0.7017% 1/25/36 (g)(k)	184		95
Class M4, 0.8117% 1/25/36 (g)(k)	102		49
Class M5, 0.8517% 1/25/36 (g)(k)	102		36
Class M6, 0.9017% 1/25/36 (g)(k)	108		29
Series 2006-1:
Class A2, 0.5617% 4/25/36 (g)(k)	201		163
Class M1, 0.5817% 4/25/36 (g)(k)	72		46
Class M2, 0.6017% 4/25/36 (g)(k)	76		47
Class M3, 0.6217% 4/25/36 (g)(k)	66		39
Class M4, 0.7217% 4/25/36 (g)(k)	37		21
Class M5, 0.7617% 4/25/36 (g)(k)	36		20
Class M6, 0.8417% 4/25/36 (g)(k)	72		30
Series 2006-2A:
Class A1, 0.4317% 7/25/36 (g)(k)	3,025		2,371
Class A2, 0.4817% 7/25/36 (g)(k)	180		141
Class B1, 1.0717% 7/25/36 (g)(k)	67		12
Class M1, 0.5117% 7/25/36 (g)(k)	189		90
Class M2, 0.5317% 7/25/36 (g)(k)	133		60
Class M3, 0.5517% 7/25/36 (g)(k)	110		47
Class M4, 0.6217% 7/25/36 (g)(k)	75		18
Class M5, 0.6717% 7/25/36 (g)(k)	92		21
Class M6, 0.7417% 7/25/36 (g)(k)	137		29
Series 2006-3A:
Class M4, 0.6317% 10/25/36 (g)(k)	150		23
Class M5, 0.6817% 10/25/36 (g)(k)	178		9
Series 2006-4A:
Class A2, 0.4717% 12/25/36 (g)(k)	3,775		2,312
Class M1, 0.4917% 12/25/36 (g)(k)	251		88
Class M2, 0.5117% 12/25/36 (g)(k)	167		45
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Bayview Commercial Asset Trust: - continued
Series 2006-4A:
Class M3, 0.5417% 12/25/36 (g)(k)	$ 169		$ 42
Class M6, 0.7217% 12/25/36 (g)(k)	129		4
Series 2007-1 Class A2, 0.4717% 3/25/37 (g)(k)	769		445
Series 2007-2A:
Class A1, 0.4717% 7/25/37 (g)(k)	748		524
Class A2, 0.5217% 7/25/37 (g)(k)	701		342
Class M1, 0.5717% 7/25/37 (g)(k)	245		67
Class M2, 0.6117% 7/25/37 (g)(k)	135		23
Class M3, 0.6917% 7/25/37 (g)(k)	136		14
Class M4, 0.8517% 7/25/37 (g)(k)	269		17
Class M5, 0.9517% 7/25/37 (g)(k)	237		11
Class M6, 1.2017% 7/25/37 (g)(k)	156		1
Series 2007-3:
Class A2, 0.4917% 7/25/37 (g)(k)	769		400
Class B1, 1.1517% 7/25/37 (g)(k)	171		13
Class B2, 1.8017% 7/25/37 (g)(k)	73		4
Class M1, 0.5117% 7/25/37 (g)(k)	153		52
Class M2, 0.5417% 7/25/37 (g)(k)	163		46
Class M3, 0.5717% 7/25/37 (g)(k)	257		56
Class M4, 0.7017% 7/25/37 (g)(k)	404		68
Class M5, 0.8017% 7/25/37 (g)(k)	212		30
Class M6, 1.0017% 7/25/37 (g)(k)	161		19
Series 2007-4A:
Class M1, 1.1517% 9/25/37 (g)(k)	285		26
Class M2, 1.2517% 9/25/37 (g)(k)	285		22
Class M4, 1.8017% 9/25/37 (g)(k)	723		35
Class M5, 1.9517% 9/25/37 (g)(k)	460		15
Series 2004-1, Class IO, 1.25% 4/25/34 (g)(m)	2,051		79
Series 2006-3A, Class IO, 3.8903% 10/25/36 (g)(k)(m)	25,536		543
Series 2007-5A, Class IO, 4.186% 10/25/37 (g)(k)(m)	5,255		438
Bear Stearns Commercial Mortgage Securities Trust:
floater:
Series 2006-BBA7:
Class H, 0.8512% 3/15/19 (g)(k)	409		405
Class J, 1.0512% 3/15/19 (g)(k)	447		425
Series 2007-BBA8:
Class D, 0.4512% 3/15/22 (g)(k)	653		617
Class E, 0.5012% 3/15/22 (g)(k)	3,391		3,134
Class F, 0.5512% 3/15/22 (g)(k)	2,081		1,882
Class G, 0.6012% 3/15/22 (g)(k)	534		472
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Bear Stearns Commercial Mortgage Securities Trust: - continued
Series 2007-BBA8:
Class H, 0.7512% 3/15/22 (g)(k)	$ 653		$ 565
Class J, 0.9012% 3/15/22 (g)(k)	653		548
sequential payer:
Series 2004-PWR3 Class A3, 4.487% 2/11/41	39		39
Series 2007-PW15 Class AAB, 5.315% 2/11/44	2,930		3,026
Series 2007-PW16:
Class A4, 5.7166% 6/11/40 (k)	769		897
Class AAB, 5.7166% 6/11/40 (k)	5,515		5,834
Series 2007-PW18:
Class A2, 5.613% 6/11/50	128		130
Class A4, 5.7% 6/11/50	5,820		6,816
Series 2006-PW13 Class A3, 5.518% 9/11/41	4,638		4,733
Series 2006-PW14 Class X2, 0.6687% 12/11/38 (g)(k)(m)	12,399		69
Series 2006-T22 Class A4, 5.5728% 4/12/38 (k)	164		184
Series 2006-T24 Class X2, 0.4454% 10/12/41 (g)(k)(m)	2,945		10
Series 2007-PW18 Class X2, 0.3087% 6/11/50 (g)(k)(m)	85,021		731
Series 2007-T28 Class X2, 0.1575% 9/11/42 (g)(k)(m)	46,342		214
C-BASS Trust floater Series 2006-SC1 Class A, 0.4717% 5/25/36 (g)(k)	711		663
CDC Commercial Mortgage Trust Series 2002-FX1:
Class G, 6.625% 5/15/35 (g)	1,544		1,609
Class XCL, 1.3266% 5/15/35 (g)(k)(m)	5,188		81
Citigroup Commercial Mortgage Trust:
floater Series 2006-FL2 Class H, 0.5712% 8/15/21 (g)(k)	108		103
Series 2007-C6:
Class A2, 5.7016% 12/10/49 (k)	35		35
Class A4, 5.7016% 12/10/49 (k)	4,371		5,105
Series 2008-C7 Class A2B, 6.0632% 12/10/49 (k)	784		791
Citigroup/Deutsche Bank Commercial Mortgage Trust:
sequential payer Series 2007-CD4 Class A4, 5.322% 12/11/49	16,063		18,211
Series 2007-CD4 Class A3, 5.293% 12/11/49	1,279		1,322
Cobalt CMBS Commercial Mortgage Trust:
sequential payer Series 2007-C3 Class A3, 5.8027% 5/15/46 (k)	1,314		1,400
Series 2006-C1 Class B, 5.359% 8/15/48	3,942		448
Series 2007-C2 Class B, 5.617% 4/15/47 (k)	1,468		654
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
COMM pass-thru certificates:
floater:
Series 2001-J2A Class A2F, 0.7022% 7/16/34 (g)(k)	$ 1		$ 1
Series 2005-F10A Class J, 1.0512% 4/15/17 (g)(k)	139		124
Series 2005-FL11:
Class C, 0.5012% 11/15/17 (g)(k)	807		766
Class D, 0.5412% 11/15/17 (g)(k)	42		39
Class E, 0.5912% 11/15/17 (g)(k)	149		137
Class F, 0.6512% 11/15/17 (g)(k)	164		149
Class G, 0.7012% 11/15/17 (g)(k)	114		101
Series 2006-CN2A:
Class A2FL, 0.4192% 2/5/19 (g)(k)	1,418		1,408
Class AJFL, 0.4592% 2/5/19 (k)	890		876
Series 2006-FL12 Class AJ, 0.3312% 12/15/20 (g)(k)	1,872		1,794
sequential payer:
Series 2006-C8 Class A3, 5.31% 12/10/46	3,744		3,840
Series 2006-CN2A:
Class A2FX, 5.449% 2/5/19 (g)	1,674		1,683
Class AJFX, 5.478% 2/5/19 (g)	4,140		4,154
Series 2007-C9 Class A4, 5.8001% 12/10/49 (k)	2,907		3,413
Series 2006-C8 Class XP, 0.4673% 12/10/46 (k)(m)	15,685		63
Credit Suisse Commercial Mortgage Trust:
sequential payer:
Series 2006-C4 Class A3, 5.467% 9/15/39	1,596		1,799
Series 2007-C2 Class A2, 5.448% 1/15/49 (k)	441		444
Series 2007-C3 Class A4, 5.6803% 6/15/39 (k)	790		908
Series 2006-C4 Class AAB, 5.439% 9/15/39	2,076		2,103
Series 2006-C5 Class ASP, 0.6649% 12/15/39 (k)(m)	9,772		57
Series 2007-C5 Class A4, 5.695% 9/15/40 (k)	1,189		1,352
Credit Suisse First Boston Mortgage Capital Certificates floater Series 2007-TF2A Class B, 0.5512% 4/15/22 (g)(k)	4,688		4,115
Credit Suisse First Boston Mortgage Securities Corp.:
sequential payer Series 2004-C1 Class A4, 4.75% 1/15/37	559		572
Series 2001-CK6 Class AX, 1.0608% 8/15/36 (k)(m)	279		0 *
Series 2001-CKN5 Class AX, 1.5108% 9/15/34 (g)(k)(m)	1,169		2
Series 2006-C1 Class A3, 5.4088% 2/15/39 (k)	3,990		4,026
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Credit Suisse Mortgage Capital Certificates:
floater Series 2007-TFL1:
Class B, 0.3512% 2/15/22 (g)(k)	$ 497		$ 482
Class C:
0.3712% 2/15/22 (g)(k)	2,047		1,923
0.4712% 2/15/22 (g)(k)	731		685
Class F, 0.5212% 2/15/22 (g)(k)	1,462		1,369
Series 2007-C1:
Class ASP, 0.381% 2/15/40 (k)(m)	19,061		70
Class B, 5.487% 2/15/40 (g)(k)	2,009		290
Extended Stay America Trust floater Series 2013-ESFL:
Class A1FL, 1.008% 12/5/31 (g)(k)	1,420		1,420
Class A2FL, 0.908% 12/5/31 (g)(k)	1,520		1,522
Class BFL, 1.558% 12/5/31 (g)(k)	5,610		5,617
Class CFL, 1.708% 12/5/31 (g)(k)	3,980		3,985
GE Capital Commercial Mortgage Corp.:
sequential payer Series 2007-C1 Class A4, 5.543% 12/10/49	8,890		10,087
Series 2001-1 Class X1, 1.8773% 5/15/33 (g)(k)(m)	608		9
Series 2007-C1 Class XP, 0.1604% 12/10/49 (k)(m)	19,567		43
Greenwich Capital Commercial Funding Corp.:
floater Series 2006-FL4 Class B, 0.3892% 11/5/21 (g)(k)	494		475
sequential payer:
Series 2007-GG11 Class A2, 5.597% 12/10/49	1,656		1,677
Series 2007-GG9 Class A4, 5.444% 3/10/39	33,895		38,618
Series 2007-GG11 Class A1, 0.2381% 12/10/49 (g)(k)(m)	21,002		103
GS Mortgage Securities Corp. II:
floater:
Series 2006-FL8A:
Class E, 0.5777% 6/6/20 (g)(k)	237		237
Class F, 0.6477% 6/6/20 (g)(k)	916		913
Series 2007-EOP:
Class A2, 1.2601% 3/6/20 (g)(k)	2,770		2,775
Class C, 2.0056% 3/6/20 (g)(k)	7,500		7,536
Class D, 2.2018% 3/6/20 (g)(k)	3,090		3,105
Class F, 2.6334% 3/6/20 (g)(k)	136		137
Class G, 2.7903% 3/6/20 (g)(k)	67		67
Class H, 3.3004% 3/6/20 (g)(k)	62		62
Class J, 4.0852% 3/6/20 (g)(k)	85		86
Series 2006-GG6 Class A2, 5.506% 4/10/38	2,878		2,981
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
GS Mortgage Securities Trust sequential payer:
Series 2006-GG8 Class A2, 5.479% 11/10/39	$ 300		$ 304
Series 2007-GG10 Class A2, 5.778% 8/10/45	285		289
JPMorgan Chase Commercial Mortgage Securities Trust:
floater Series 2006-FLA2:
Class B, 0.3712% 11/15/18 (g)(k)	649		630
Class C, 0.4112% 11/15/18 (g)(k)	461		445
Class D, 0.4312% 11/15/18 (g)(k)	205		194
Class E, 0.4812% 11/15/18 (g)(k)	294		272
Class F, 0.5312% 11/15/18 (g)(k)	442		391
Class G, 0.5612% 11/15/18 (g)(k)	383		324
Class H, 0.7012% 11/15/18 (g)(k)	294		237
sequential payer:
Series 2006-CB14 Class A3B, 5.4965% 12/12/44 (k)	2,049		2,086
Series 2006-LDP8 Class A4, 5.399% 5/15/45	837		949
Series 2006-LDP9:
Class A2, 5.134% 5/15/47 (k)	367		384
Class A3, 5.336% 5/15/47	11,253		12,702
Series 2007-CB19 Class A4, 5.7259% 2/12/49 (k)	4,608		5,299
Series 2007-LD11:
Class A2, 5.7974% 6/15/49 (k)	1,986		2,048
Class A4, 5.8124% 6/15/49 (k)	31,575		36,279
Series 2007-LDPX:
Class A2 S, 5.305% 1/15/49	1,298		1,313
Class A3, 5.42% 1/15/49	18,477		21,092
Series 2005-LDP3 Class A3, 4.959% 8/15/42	1,714		1,720
Series 2006-CB17 Class A3, 5.45% 12/12/43	250		250
Series 2007-CB18 Class A3, 5.447% 6/12/47 (k)	893		919
Series 2007-CB19:
Class B, 5.7259% 2/12/49 (k)	112		40
Class C, 5.7259% 2/12/49 (k)	294		81
Class D, 5.7259% 2/12/49 (k)	309		52
Series 2007-LDP10:
Class CS, 5.466% 1/15/49 (k)	108		8
Class ES, 5.562% 1/15/49 (g)(k)	679		26
LB Commercial Conduit Mortgage Trust sequential payer Series 2007-C3 Class A4, 5.8939% 7/15/44 (k)	1,054		1,226
LB-UBS Commercial Mortgage Trust:
sequential payer:
Series 2006-C1 Class A2, 5.084% 2/15/31	17		17
Series 2006-C6:
Class A2, 5.262% 9/15/39 (k)	22		22
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
LB-UBS Commercial Mortgage Trust: - continued
Series 2006-C6:
Class A4, 5.372% 9/15/39	$ 591		$ 672
Series 2006-C7 Class A2, 5.3% 11/15/38	757		798
Series 2007-C1 Class A4, 5.424% 2/15/40	4,069		4,656
Series 2007-C2 Class A3, 5.43% 2/15/40	2,923		3,303
Series 2006-C6 Class XCP, 0.6751% 9/15/39 (k)(m)	5,045		20
Series 2007-C1 Class XCP, 0.4249% 2/15/40 (k)(m)	1,795		8
Series 2007-C6 Class A4, 5.858% 7/15/40 (k)	1,642		1,902
Series 2007-C7 Class XCP, 0.2757% 9/15/45 (k)(m)	82,418		425
Lehman Brothers Floating Rate Commercial Mortgage Trust floater Series 2006-LLFA:
Class D, 0.4312% 9/15/21 (g)(k)	421		407
Class E, 0.4912% 9/15/21 (g)(k)	1,518		1,454
Class F, 0.5412% 9/15/21 (g)(k)	1,255		1,189
Class G, 0.5612% 9/15/21 (g)(k)	2,478		2,325
Class H, 0.6012% 9/15/21 (g)(k)	639		587
Merrill Lynch Mortgage Trust:
Series 2005-LC1 Class F, 5.4232% 1/12/44 (g)(k)	1,143		810
Series 2006-C1 Class A2, 5.683% 5/12/39 (k)	519		522
Series 2007-C1 Class A4, 5.8505% 6/12/50 (k)	4,974		5,754
Series 2008-C1 Class A4, 5.69% 2/12/51	2,805		3,274
Merrill Lynch-CFC Commercial Mortgage Trust:
floater Series 2006-4 Class A2FL, 0.3202% 12/12/49 (k)	76		75
sequential payer:
Series 2006-4 Class ASB, 5.133% 12/12/49 (k)	842		881
Series 2007-5:
Class A3, 5.364% 8/12/48	510		520
Class A4, 5.378% 8/12/48	5,740		6,504
Class B, 5.479% 8/12/48	3,942		1,086
Series 2007-6 Class A4, 5.485% 3/12/51 (k)	10,897		12,396
Series 2007-7 Class A4, 5.7411% 6/12/50 (k)	4,599		5,269
Series 2006-3 Class ASB, 5.382% 7/12/46 (k)	3,892		4,000
Series 2006-4 Class XP, 0.6175% 12/12/49 (k)(m)	19,433		220
Series 2007-6 Class B, 5.635% 3/12/51 (k)	1,314		318
Series 2007-7 Class B, 5.7411% 6/12/50 (k)	114		6
Series 2007-8 Class A3, 5.9357% 8/12/49 (k)	1,133		1,315
Morgan Stanley Capital I Trust:
floater:
Series 2006-XLF Class C, 1.402% 7/15/19 (g)(k)	393		158
Series 2007-XLFA:
Class C, 0.362% 10/15/20 (g)(k)	754		711
Class D, 0.392% 10/15/20 (g)(k)	732		676
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Morgan Stanley Capital I Trust: - continued
Series 2007-XLFA:
Class E, 0.452% 10/15/20 (g)(k)	$ 916		$ 818
Class F, 0.502% 10/15/20 (g)(k)	550		475
Class G, 0.542% 10/15/20 (g)(k)	680		553
Class H, 0.632% 10/15/20 (g)(k)	428		292
Class J, 0.782% 10/15/20 (g)(k)	247		87
sequential payer:
Series 2005-IQ9 Class A3, 4.54% 7/15/56	1,131		1,139
Series 2007-HQ11 Class A31, 5.439% 2/12/44 (k)	666		690
Series 2006-IQ11:
Class A3, 5.657% 10/15/42 (k)	226		228
Class A4, 5.693% 10/15/42 (k)	394		439
Series 2006-T23 Class A3, 5.815% 8/12/41 (k)	671		696
Series 2007-IQ14:
Class A4, 5.692% 4/15/49 (k)	10,971		12,580
Class AAB, 5.654% 4/15/49	3,011		3,237
Class B, 5.7489% 4/15/49 (k)	323		97
Salomon Brothers Mortgage Securities VII, Inc. Series 2006-C2 Class H, 6.308% 7/18/33 (g)	185		67
Wachovia Bank Commercial Mortgage Trust:
floater:
Series 2006-WL7A:
Class E, 0.4812% 9/15/21 (g)(k)	1,791		1,679
Class F, 0.5412% 9/15/21 (g)(k)	2,061		1,916
Class G, 0.5612% 9/15/21 (g)(k)	1,953		1,771
Class J, 0.8012% 9/15/21 (g)(k)	434		329
Series 2007-WHL8:
Class F, 0.6812% 6/15/20 (g)(k)	4,581		4,042
Class LXR1, 0.9012% 6/15/20 (g)(k)	162		141
sequential payer:
Series 2003-C7 Class A1, 4.241% 10/15/35 (g)	5		5
Series 2003-C8 Class A3, 4.445% 11/15/35	1,387		1,398
Series 2006-C29 Class A3, 5.313% 11/15/48	3,485		3,578
Series 2007-C30:
Class A3, 5.246% 12/15/43	358		364
Class A4, 5.305% 12/15/43	386		423
Class A5, 5.342% 12/15/43	17,206		19,417
Series 2007-C31 Class A4, 5.509% 4/15/47	37,690		42,728
Series 2007-C33:
Class A4, 5.9245% 2/15/51 (k)	23,525		27,152
Class A5, 5.9245% 2/15/51 (k)	870		1,004
Series 2003-C6 Class G, 5.125% 8/15/35 (g)(k)	624		629
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Wachovia Bank Commercial Mortgage Trust: - continued
Series 2005-C19 Class B, 4.892% 5/15/44	$ 1,314		$ 1,388
Series 2005-C22:
Class B, 5.3875% 12/15/44 (k)	2,914		1,997
Class F, 5.3875% 12/15/44 (g)(k)	2,191		610
Series 2006-C23 Class A5, 5.416% 1/15/45 (k)	7,210		8,067
Series 2007-C30:
Class C, 5.483% 12/15/43 (k)	3,942		2,120
Class D, 5.513% 12/15/43 (k)	2,102		838
Class XP, 0.4747% 12/15/43 (g)(k)(m)	11,004		57
Series 2007-C31 Class C, 5.6823% 4/15/47 (k)	361		209
Series 2007-C31A Class A2, 5.421% 4/15/47	6,300		6,336
Series 2007-C32:
Class D, 5.7388% 6/15/49 (k)	987		265
Class E, 5.7388% 6/15/49 (k)	1,556		387
TOTAL COMMERCIAL MORTGAGE SECURITIES (Cost $449,438)		520,677
Municipal Securities - 0.7%
Beaver County Indl. Dev. Auth. Poll. Cont. Rev. Bonds (FirstEnergy Nuclear Generation Corp. Proj.) Series 2005 A, 3.375%, tender 7/1/15 (k)	2,300		2,391
California Gen. Oblig.:
Series 2009, 7.35% 11/1/39	1,255		1,764
7.3% 10/1/39	10,620		14,836
7.5% 4/1/34	8,780		12,257
7.55% 4/1/39	8,705		12,659
7.6% 11/1/40	16,260		24,001
7.625% 3/1/40	2,920		4,259
Chicago Gen. Oblig. (Taxable Proj.) Series 2010 C1, 7.781% 1/1/35	5,595		7,279
Illinois Gen. Oblig.:
Series 2003, 5.1% 6/1/33	25,880		25,512
Series 2010, 4.421% 1/1/15	5,980		6,304
Series 2010-1, 6.63% 2/1/35	17,960		20,382
Series 2010-3:
6.725% 4/1/35	8,580		9,832
7.35% 7/1/35	4,025		4,873
Municipal Securities - continued
	Principal Amount (000s)		Value (000s)
Illinois Gen. Oblig.: - continued
Series 2011:
5.665% 3/1/18	$ 5,045		$ 5,769
5.877% 3/1/19	7,055		8,103
TOTAL MUNICIPAL SECURITIES (Cost $151,785)		160,221
Foreign Government and Government Agency Obligations - 0.3%
Italian Republic:
3.125% 1/26/15	10,287		10,483
4.5% 1/21/15	7,717		8,058
4.75% 1/25/16	7,716		8,130
5.375% 6/12/17	4,630		5,029
6.875% 9/27/23	23,617		27,124
Russian Federation 3.25% 4/4/17 (g)	800		841
United Mexican States 4.75% 3/8/44	6,152		6,453
TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $66,238)		66,118
Bank Notes - 0.0%
Wachovia Bank NA 6% 11/15/17 (Cost $9,271)	8,083		9,710

Preferred Securities - 0.0%
FINANCIALS - 0.0%
Diversified Financial Services - 0.0%
MUFG Capital Finance 1 Ltd. 6.346% (h)(k)	1,204		1,329
TOTAL PREFERRED SECURITIES (Cost $1,359)		1,329
Fixed-Income Funds - 10.4%
	Shares
Fidelity High Income Central Fund 2 (l)	5,563,929		652,426
Fidelity Mortgage Backed Securities Central Fund (l)	14,501,623		1,581,982
TOTAL FIXED-INCOME FUNDS (Cost $2,065,172)		2,234,408
Money Market Funds - 4.3%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.16% (b)	854,342,694		$ 854,343
Fidelity Securities Lending Cash Central Fund, 0.16% (b)(c)	69,433,425		69,433
TOTAL MONEY MARKET FUNDS (Cost $923,776)		923,776
Cash Equivalents - 0.0%
	Maturity Amount (000s)
Investments in repurchase agreements in a joint trading account at 0.16%, dated 2/28/13 due 3/1/13 (Collateralized by U.S. Treasury Obligations) # (Cost $2,638)	$ 2,638		2,638
TOTAL INVESTMENT PORTFOLIO - 103.7% (Cost $18,928,456)		22,267,187
NET OTHER ASSETS (LIABILITIES) - (3.7)%		(800,137)
NET ASSETS - 100%		$ 21,467,050
TBA Sale Commitments
	Principal Amount (000s)
Fannie Mae
2.5% 3/1/28	$ (16,700)		(17,346)
3% 3/1/43	(107,000)		(110,789)
3% 3/1/43	(13,600)		(14,082)
3.5% 3/1/43	(230,000)		(243,225)
3.5% 3/1/43	(5,900)		(6,239)
3.5% 3/1/43	(16,400)		(17,343)
4% 3/1/43	(38,000)		(40,512)
TOTAL FANNIE MAE			(449,536)
Freddie Mac
5% 3/1/43	(7,000)		(7,535)
TOTAL TBA SALE COMMITMENTS (Proceeds $454,543)		$ (457,071)

Futures Contracts
	Expiration Date	Underlying Face Amount at Value (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Purchased
Equity Index Contracts
2,617 CME E-mini S&P 500 Index Contracts	March 2013	$ 198,015	$ 7,627

The face value of futures purchased as a percentage of net assets is 0.9%

Swap Agreements
Credit Default Swaps
Underlying Reference	Rating(1)	Expiration Date	Counterparty	Fixed Payment Received/ (Paid)	Notional Amount (2)(000s)	Value (1)(000s)	Upfront Premium Received/ (Paid) (000s)	Unrealized Appreciation/(Depreciation)(000s)
Sell Protection
ABX AA 07-1 Index	C	Sep. 2037	Credit Suisse	0.15%	$ 3,791	$ (3,594)	$ 65	$ (3,529)
ABX AA 07-1 Index	C	Sep. 2037	JPMorgan Chase, Inc.	0.15%	3,087	(2,927)	58	(2,869)
ABX AA 07-1 Index	C	Sep. 2037	JPMorgan Chase, Inc.	0.15%	409	(387)	8	(379)
ABX AA 07-1 Index	C	Sep. 2037	Morgan Stanley, Inc.	0.15%	3,087	(2,927)	58	(2,869)
ABX AA 07-1 Index	C	Sep. 2037	UBS	0.15%	2,974	(2,819)	56	(2,763)
ABX AA 07-1 Index	C	Sep. 2037	UBS	0.15%	2,611	(2,475)	51	(2,424)
Ameriquest Mortgage Securities Inc Series 2004-R11 Class M9	C	Dec. 2034	Bank of America	2.5%	507	(469)	0	(469)
TOTAL CREDIT DEFAULT SWAPS						$ (15,598)	$ 296	$ (15,302)

(1) Ratings are presented for credit default swaps in which the Fund has sold protection on the underlying referenced debt. Ratings for an underlying index represent a weighted average of the ratings of all securities included in the index. The value of each credit default swap and the credit rating can be measures of the current payment/performance risk. Where a credit rating is not disclosed, the value is used as the measure of the payment/performance risk. Ratings are from Moody's Investors Service, Inc. Where Moody's ratings are not available, S&P ratings are disclosed and are indicated as such. All ratings are as of the report date and do not reflect subsequent changes.

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

Legend

(a) Non-income producing

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

(c) Investment made with cash collateral received from securities on loan.

(d) Non-income producing - Security is in default.

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

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

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $374,130,000 or 1.7% of net assets.

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

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

(j) 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 $9,649,000.

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

(l) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited schedule of portfolio holdings for each Fidelity Central Fund is filed with the SEC for the first and third quarters of each fiscal year on Form N-Q and is available upon request or at the SEC's website at www.sec.gov. An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro rata share of securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

(m) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool as of the end of the period.

(n) Investment is owned by an entity that is treated as a corporation for U.S. tax purposes and is owned by the Fund.

(o) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $22,313,000 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Jumptap, Inc. Series G	6/29/12	$ 6,429
Legend Pictures LLC	9/23/10	$ 6,428

(p) Security or a portion of the security has been segregated as collateral for open swap agreements. At the period end, the value of securities pledged amounted to 19,004,000.

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

Repurchase Agreement / Counterparty	Value (000s)
$2,638,000 due 3/01/13 at 0.16%
Barclays Capital, Inc.	$ 739
Merrill Lynch, Pierce, Fenner & Smith, Inc.	510
RBS Securities, Inc.	1,389
	$ 2,638

* Amount represents less than $1,000.

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 488
Fidelity Corporate Bond 1-10 Year Central Fund	4,752
Fidelity High Income Central Fund 2	19,594
Fidelity Mortgage Backed Securities Central Fund	15,454
Fidelity Securities Lending Cash Central Fund	373
Total	$ 40,661

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

Fund (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Value, end of period	% ownership, end of period
Fidelity Corporate Bond 1-10 Year Central Fund	$ 401,162	$ -	$ 402,521*	$ -	0.0%
Fidelity High Income Central Fund 2	614,582	19,594	-	652,426	83.0%
Fidelity Mortgage Backed Securities Central Fund	1,971,158	307,427	689,346	1,581,982	10.5%
Total	$ 2,986,902	$ 327,021	$ 1,091,867	$ 2,234,408

* Includes the value of shares redeemed through in-kind transactions. See Note 6 of the Notes
to Financial Statements.

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Kayak Software Corp.	$ 5,542	$ 2,376	$ 11,547	$ -	$ -
Total	$ 5,542	$ 2,376	$ 11,547	$ -	$ -

Other Information

The following is a summary of the inputs used, as of February 28, 2013, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 1,462,765	$ 1,440,452	$ -	$ 22,313
Consumer Staples	1,559,123	1,500,738	58,385	-
Energy	1,577,349	1,577,349	-	-
Financials	2,145,246	2,129,935	15,311	-
Health Care	1,778,370	1,778,370	-	-
Industrials	1,501,295	1,501,295	-	-
Information Technology	2,608,142	2,598,255	9,887	-
Materials	482,748	482,748	-	-
Telecommunication Services	332,897	332,897	-	-
Utilities	508,436	508,436	-	-
Corporate Bonds	1,929,016	-	1,926,726	2,290
U.S. Government and Government Agency Obligations	1,239,997	-	1,239,997	-
U.S. Government Agency - Mortgage Securities	1,126,762	-	1,126,762	-
Asset-Backed Securities	33,949	-	27,695	6,254
Collateralized Mortgage Obligations	62,215	-	62,215	-
Commercial Mortgage Securities	520,677	-	520,311	366
Municipal Securities	160,221	-	160,221	-
Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Foreign Government and Government Agency Obligations	$ 66,118	$ -	$ 66,118	$ -
Bank Notes	9,710	-	9,710	-
Preferred Securities	1,329	-	1,329	-
Fixed-Income Funds	2,234,408	2,234,408	-	-
Money Market Funds	923,776	923,776	-	-
Cash Equivalents	2,638	-	2,638	-
Total Investments in Securities:	$ 22,267,187	$ 17,008,659	$ 5,227,305	$ 31,223
Derivative Instruments:
Assets
Futures Contracts	$ 7,627	$ 7,627	$ -	$ -
Liabilities
Swap Agreements	$ (15,598)	$ -	$ (15,598)	$ -
Total Derivative Instruments:	$ (7,971)	$ 7,627	$ (15,598)	$ -
Other Financial Instruments:
TBA Sale Commitments	$ (457,071)	$ -	$ (457,071)	$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of February 28, 2013. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type	Value
(Amounts in thousands)	Asset	Liability
Credit Risk
Swap Agreements (b)	$ -	$ (15,598)
Equity Risk
Futures Contracts (a)	7,627	-
Total Value of Derivatives	$ 7,627	$ (15,598)

(a) Reflects cumulative appreciation/(depreciation) on futures contracts as disclosed on the Schedule of Investments. Only the period end variation margin is separately disclosed on the Statement of Assets and Liabilities.

(b) Value is disclosed on the Statement of Assets and Liabilities in the Swap agreements, at value line-items.

Other Information

The composition of credit quality ratings as a percentage of net assets is as follows (Unaudited):

U.S. Government and U.S. Government Agency Obligations	16.8%
AAA,AA,A	4.7%
BBB	7.0%
BB	1.5%
B	1.6%
CCC,CC,C	0.4%
D	0.0%*
Not Rated	0.3%
Equities	65.1%
Short-Term Investments and Net Other Assets	2.6%
	100%

* Amount represents less than 0.1%

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

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

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	February 28, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $66,233 and repurchase agreements of $2,638) - See accompanying schedule: Unaffiliated issuers (cost $15,939,508)	$ 19,109,003
Fidelity Central Funds (cost $2,988,948)	3,158,184
Total Investments (cost $18,928,456)		$ 22,267,187
Foreign currency held at value (cost $80)		80
Receivable for investments sold, regular delivery		182,407
Receivable for TBA sale commitments		454,543
Receivable for swap agreements		3
Receivable for fund shares sold		15,729
Dividends receivable		19,219
Interest receivable		32,600
Distributions receivable from Fidelity Central Funds		2,634
Prepaid expenses		39
Receivable from investment adviser for expense reductions		16
Other receivables		1,688
Total assets		22,976,145
Liabilities
Payable to custodian bank	$ 3,453
Payable for investments purchased Regular delivery	225,937
Delayed delivery	709,648
TBA sale commitments, at value	457,071
Payable for swap agreements	973
Payable for fund shares redeemed	16,074
Swap agreements, at value	15,598
Accrued management fee	7,246
Payable for daily variation margin on futures contracts	327
Other affiliated payables	2,435
Other payables and accrued expenses	900
Collateral on securities loaned, at value	69,433
Total liabilities		1,509,095
Net Assets		$ 21,467,050
Net Assets consist of:
Paid in capital		$ 18,429,865
Undistributed net investment income		76,546
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(367,849)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		3,328,488
Net Assets		$ 21,467,050

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

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Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	February 28, 2013 (Unaudited)
Balanced: Net Asset Value, offering price and redemption price per share ($15,336,535 ÷ 733,366 shares)		$ 20.91
Class K: Net Asset Value, offering price and redemption price per share ($6,130,515 ÷ 293,154 shares)		$ 20.91

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

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Financial Statements - continued

Statement of Operations

Amounts in thousands	Six months ended February 28, 2013 (Unaudited)
Investment Income
Dividends		$ 123,447
Interest		73,117
Income from Fidelity Central Funds		40,661
Total income		237,225
Expenses
Management fee	$ 42,421
Transfer agent fees	13,688
Accounting and security lending fees	1,018
Custodian fees and expenses	186
Independent trustees' compensation	68
Registration fees	180
Audit	81
Legal	69
Miscellaneous	85
Total expenses before reductions	57,796
Expense reductions	(2,160)	55,636
Net investment income (loss)		181,589
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	467,964
Fidelity Central Funds	77,562
Other affiliated issuers	3,376
Foreign currency transactions	8
Futures contracts	11,841
Swap agreements	(6,998)
Total net realized gain (loss)		553,753
Change in net unrealized appreciation (depreciation) on: Investment securities	431,826
Assets and liabilities in foreign currencies	(6)
Futures contracts	(73)
Swap agreements	6,667
Delayed delivery commitments	40
Total change in net unrealized appreciation (depreciation)		438,454
Net gain (loss)		992,207
Net increase (decrease) in net assets resulting from operations		$ 1,173,796

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

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Statement of Changes in Net Assets

Amounts in thousands	Six months ended February 28, 2013 (Unaudited)	Year ended August 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 181,589	$ 401,529
Net realized gain (loss)	553,753	(1,032)
Change in net unrealized appreciation (depreciation)	438,454	1,842,236
Net increase (decrease) in net assets resulting from operations	1,173,796	2,242,733
Distributions to shareholders from net investment income	(189,532)	(379,925)
Share transactions - net increase (decrease)	(135,942)	(947,824)
Total increase (decrease) in net assets	848,322	914,984
Net Assets
Beginning of period	20,618,728	19,703,744
End of period (including undistributed net investment income of $76,546 and undistributed net investment income of $84,489, respectively)	$ 21,467,050	$ 20,618,728

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

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Financial Highlights - Balanced

	Six months ended February 28, 2013	Years ended August 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 19.95	$ 18.17	$ 16.27	$ 15.40	$ 17.71	$ 20.66
Income from Investment Operations
Net investment income (loss) D	.17	.37	.35	.36	.38	.42
Net realized and unrealized gain (loss)	.97	1.76	1.91	.88	(2.29)	(1.76)
Total from investment operations	1.14	2.13	2.26	1.24	(1.91)	(1.34)
Distributions from net investment income	(.18)	(.35)	(.35)	(.36)	(.37)	(.43)
Distributions from net realized gain	-	-	(.01)	(.01)	(.03)	(1.18)
Total distributions	(.18)	(.35)	(.36)	(.37)	(.40)	(1.61)
Net asset value, end of period	$ 20.91	$ 19.95	$ 18.17	$ 16.27	$ 15.40	$ 17.71
Total Return B,C	5.77%	11.89%	13.88%	8.06%	(10.48)%	(7.28)%
Ratios to Average Net Assets E,G
Expenses before reductions	.58% A	.60%	.61%	.62%	.68%	.61%
Expenses net of fee waivers, if any	.58% A	.60%	.61%	.62%	.68%	.61%
Expenses net of all reductions	.56% A	.59%	.60%	.61%	.68%	.61%
Net investment income (loss)	1.71% A	1.98%	1.92%	2.18%	2.78%	2.22%
Supplemental Data
Net assets, end of period (in millions)	$ 15,337	$ 15,016	$ 15,602	$ 16,764	$ 17,225	$ 25,363
Portfolio turnover rate F	206% A,H	155%	193% H	122%	198% H	73% H

^A Annualized

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

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

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

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

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

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

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

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

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Financial Highlights - Class K

	Six months ended February 28, 2013	Years ended August 31,
	(Unaudited)	2012	2011	2010	2009	2008 G
Selected Per-Share Data
Net asset value, beginning of period	$ 19.95	$ 18.17	$ 16.27	$ 15.40	$ 17.72	$ 19.12
Income from Investment Operations
Net investment income (loss) D	.19	.40	.38	.38	.40	.12
Net realized and unrealized gain (loss)	.96	1.76	1.90	.88	(2.29)	(1.41)
Total from investment operations	1.15	2.16	2.28	1.26	(1.89)	(1.29)
Distributions from net investment income	(.19)	(.38)	(.38)	(.38)	(.40)	(.11)
Distributions from net realized gain	-	-	(.01)	(.01)	(.03)	-
Total distributions	(.19)	(.38)	(.38) I	(.39)	(.43)	(.11)
Net asset value, end of period	$ 20.91	$ 19.95	$ 18.17	$ 16.27	$ 15.40	$ 17.72
Total Return B,C	5.83%	12.03%	14.04%	8.23%	(10.33)%	(6.74)%
Ratios to Average Net Assets E,H
Expenses before reductions	.47% A	.48%	.48%	.48%	.50%	.48% A
Expenses net of fee waivers, if any	.47% A	.48%	.48%	.48%	.50%	.48% A
Expenses net of all reductions	.45% A	.47%	.47%	.47%	.50%	.48% A
Net investment income (loss)	1.82% A	2.10%	2.05%	2.32%	2.96%	2.45% A
Supplemental Data
Net assets, end of period (in millions)	$ 6,131	$ 5,603	$ 4,102	$ 2,692	$ 2,014	$ 17
Portfolio turnover rate F	206% A,J	155%	193% J	122%	198% J	73% J

^A Annualized

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

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

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

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

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

^G For the period May 9, 2008 (commencement of sale of shares) to August 31, 2008.

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

^I Total distributions of $.38 per share is comprised of distributions from net investment income of $.376 and distributions from net realized gain of $.008 per share.

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

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

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Notes to Financial Statements

For the period ended February 28, 2013 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

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

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2. Investments in Fidelity Central Funds - continued

Fidelity Central Fund	Investment Manager	Investment Objective	Investment Practices
Fidelity High Income Central Fund 2	FMR Co., Inc. (FMRC)	Seeks a high level of income and may also seek capital appreciation by investing primarily in debt securities, preferred stocks, and convertible securities, with an emphasis on lower-quality debt securities.	Delayed Delivery & When Issued Securities Loans & Direct Debt Instruments Repurchase Agreements Restricted Securities
Fidelity Mortgage Backed Securities Central Fund	FIMM	Seeks a high level of income by normally investing in investment-grade mortgage-related securities and repurchase agreements for those securities.	Delayed Delivery & When Issued Securities Options Repurchase Agreements Swap Agreements

An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds which contain the significant accounting policies (including investment valuation policies) of those funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors

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Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are generally categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For corporate bonds, bank notes, foreign government and government agency obligations, municipal securities, preferred securities and U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or

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3. Significant Accounting Policies - continued

Investment Valuation - continued

price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices. For asset backed securities, collateralized mortgage obligations, commercial mortgage securities and U.S. government agency mortgage securities, pricing vendors utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices. Swaps are marked-to-market daily based on valuations from third party pricing vendors or broker-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Pricing vendors utilize matrix pricing which considers comparisons to interest rate curves, credit spread curves, default possibilities and recovery rates and, as a result, swaps are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities and swap agreements may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities and swap agreements are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy. Short-term, securities with remaining maturities of sixty days or less may be valued at amortized cost, which approximates fair value, and are categorized as Level 2 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of February 28, 2013, is included at the end of the Fund's Schedule of Investments.

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

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

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Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Foreign Currency - continued

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. The principal amount on inflation-indexed securities is periodically adjusted to the rate of inflation and interest is accrued based on the principal amount. The adjustments to principal due to inflation are reflected as increases or decreases to interest income even though principal is not received until maturity. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual

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3. Significant Accounting Policies - continued

Deferred Trustee Compensation - continued

compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

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

Book-tax differences are primarily due to futures transactions, swap agreements, foreign currency transactions, passive foreign investment companies (PFIC), prior period premium and discount on debt securities, market discount, partnerships (including allocations from Fidelity Central Funds), deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation	$ 3,363,516
Gross unrealized depreciation	(110,040)
Net unrealized appreciation (depreciation) on securities and other investments	$ 3,253,476
Tax cost	$ 19,013,711

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Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At August 31, 2012, capital loss carryforwards were as follows:

Fiscal year of expiration
2018	$ (409,574)

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

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in 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. 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.

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3. Significant Accounting Policies - continued

To-Be-Announced (TBA) Securities and Mortgage Dollar Rolls. During the period, the Fund transacted in TBA securities that involved buying or selling mortgage-backed securities (MBS) on a forward commitment basis. A TBA transaction typically does not designate the actual security to be delivered and only includes an approximate principal amount; however delivered securities must meet specified terms defined by industry guidelines, including issuer, rate and current principal amount outstanding on underlying mortgage pools. The Fund may enter into a TBA transaction with the intent to take possession of or deliver the underlying MBS, or the Fund may elect to extend the settlement by entering into either a mortgage or reverse mortgage dollar roll. Mortgage dollar rolls are transactions where a fund sells TBA securities and simultaneously agrees to repurchase MBS on a later date at a lower price and with the same counterparty. Reverse mortgage dollar rolls involve the purchase and simultaneous agreement to sell TBA securities on a later date at a lower price. Transactions in mortgage dollar rolls and reverse mortgage dollar rolls are accounted for as purchases and sales and may result in an increase to the Fund's portfolio turnover rate.

Purchases and sales of TBA securities involve risks similar to those discussed above for delayed delivery and when-issued securities. Also, if the counterparty in a mortgage dollar roll or a reverse mortgage dollar roll transaction files for bankruptcy or becomes insolvent, the Fund's right to repurchase or sell securities may be limited. Additionally, when a fund sells TBA securities without already owning or having the right to obtain the deliverable securities (an uncovered forward commitment to sell), it incurs a risk of loss because it could have to purchase the securities at a price that is higher than the price at which it sold them. A fund may be unable to purchase the deliverable securities if the corresponding market is illiquid.

TBA securities subject to a forward commitment to sell at period end are included at the end of the Fund's Schedule of Investments under the caption "TBA Sale Commitments." The proceeds and value of these commitments are reflected in the Fund's Statement of Assets and Liabilities.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

New Accounting Pronouncement. The Financial Accounting Standards Board issued in December 2011, Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities, and in January 2013, accounting Standards Update No. 2013-1 Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. These updates create new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Derivative Instruments.

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

The Fund primarily used derivatives to increase returns, to gain exposure to certain types of assets and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risks:

Credit Risk	Credit risk relates to the ability of the issuer of a financial instrument to make further principal or interest payments on an obligation or commitment that it has to the Fund.
Equity Risk	Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

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4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain OTC derivatives such as swap agreements, the Fund attempts to reduce its exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association, Inc. (ISDA) Master Agreement on a bilateral basis with each of its counterparties. The ISDA Master Agreement gives the Fund the right to terminate all transactions traded under such agreement upon the deterioration in the credit quality of the counterparty beyond specified levels. The ISDA Master Agreement gives each party the right, upon an event of default by the other party or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net payable by one party to the other. To mitigate counterparty credit risk on OTC derivatives, the Fund receives collateral in the form of cash or securities once the Fund's net unrealized appreciation on outstanding derivative contracts under an ISDA Master Agreement exceeds certain applicable thresholds, subject to certain minimum transfer provisions. The collateral received is held in segregated accounts with the Fund's custodian bank in accordance with the collateral agreements entered into between the Fund, the counterparty and the Fund's custodian bank. The Fund could experience delays and costs in gaining access to the collateral even though it is held by the Fund's custodian bank. The Fund's maximum risk of loss from counterparty credit risk related to OTC derivatives is generally the aggregate unrealized appreciation and unpaid counterparty payments in excess of any collateral pledged by the counterparty to the Fund. The Fund may be required to pledge collateral for the benefit of the counterparties on OTC derivatives in an amount not less than each counterparty's unrealized appreciation on outstanding derivative contracts, subject to certain minimum transfer provisions, and any such pledged collateral is identified in the Schedule of Investments. Exchange-traded futures contracts are not covered by the ISDA Master Agreement; however counterparty credit risk related to exchange-traded futures contracts is mitigated by the protection provided by the exchange on which they trade.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Net Realized Gain (Loss) and Change in Net Unrealized Appreciation (Depreciation) on Derivatives. The table below, which reflects the impacts of derivatives on the financial performance of the Fund, summarizes the net realized gain (loss) and change in net unrealized appreciation (depreciation) for derivatives during the period as presented in the Statement of Operations.

Primary Risk Exposure / Derivative Type	Net Realized Gain (Loss)	Change in Net Unrealized Appreciation (Depreciation)
Credit Risk
Swap Agreements	$ (6,998)	$ 6,667
Equity Risk
Futures Contracts	11,841	(73)
Totals (a)	$ 4,843	$ 6,594

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

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable, if any, is included in daily variation margin on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is included in the Statement of Operations.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

Semiannual Report

4. Derivative Instruments - continued

Swap Agreements. A swap agreement (swap) is a contract between two parties to exchange future cash flows at periodic intervals based on a notional principal amount.

Swaps are marked-to-market daily and changes in value are reflected in the Statement of Assets and Liabilities in the swap agreements at value line items. Any upfront premiums paid or received upon entering a swap to compensate for differences between stated terms of the agreement and prevailing market conditions (e.g. credit spreads, interest rates or other factors) are recorded in net unrealized appreciation (depreciation) in the Statement of Assets and Liabilities and amortized to realized gain or (loss) ratably over the term of the swap. Any unamortized upfront premiums are presented in the Schedule of Investments. Payments are exchanged at specified intervals, accrued daily commencing with the effective date of the contract and recorded as realized gain or (loss). Realized gain or (loss) is also recorded in the event of an early termination of a swap. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on swaps during the period is included in the Statement of Operations.

Any open swaps at period end are included in the Schedule of Investments under the caption "Swap Agreements."

Credit Default Swaps. Credit default swaps enable the Fund to buy or sell protection against specified credit events on a single-name issuer or a traded credit index. Under the terms of a credit default swap the buyer of protection (buyer) receives credit protection in exchange for making periodic payments to the seller of protection (seller) based on a fixed percentage applied to a notional principal amount. In return for these payments, the seller will be required to make a payment upon the occurrence of one or more specified credit events. The Fund enters into credit default swaps as a seller to gain credit exposure to an issuer and/or as a buyer to obtain a measure of protection against defaults of an issuer. Periodic payments are made over the life of the contract by the buyer provided that no credit event occurs.

For credit default swaps on most corporate and sovereign issuers, credit events include bankruptcy, failure to pay or repudiation/moratorium. For credit default swaps on corporate or sovereign issuers, the obligation that may be put to the seller is not limited to the specific reference obligation described in the Schedule of Investments. For credit default swaps on asset-backed securities, a credit event may be triggered by events such as failure to pay principal, maturity extension, rating downgrade or write-down. For credit default swaps on asset-backed securities, the reference obligation described represents the security that may be put to the seller. For credit default swaps on a traded credit index, a specified credit event may affect all or individual underlying securities included in the index.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Credit Default Swaps - continued

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

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

Typically, the value of each credit default swap and credit rating disclosed for each reference obligation in the Schedule of Investments, where the Fund is the seller, can be used as measures of the current payment/performance risk of the swap. As the value of the swap changes as a positive or negative percentage of the total notional amount, the payment/performance risk may decrease or increase, respectively. In addition to these measures, FMR monitors a variety of factors including cash flow assumptions, market activity and market sentiment as part of its ongoing process of assessing payment/performance risk.

5. Purchases and Sales of Investments.

Purchases and sales of securities (including the Fixed-Income Central Funds), other than short-term securities, U.S. government securities and liquidations executed in-kind from Affiliated Central Funds, aggregated $6,893,948 and $7,161,687, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .15% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .41% of the Fund's average net assets.

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Balanced. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Balanced	$ 12,262	.16
Class K	1,426	.05
	$ 13,688

* Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $141 for the period.

Other Affiliated Transactions. On January 4, 2013, the Fidelity Corporate Bond 1-10 Year Central Fund ("1-10 Year"), a fund in which the Fund was invested, was liquidated pursuant to a Plan of Liquidation and Dissolution approved by the 1-10 Year Board. Under the plan, 1-10 Year distributed in-kind all of its net assets to its shareholders pro rata at its NAV per share as of the close of business on the liquidation date. As a result, the Fund received cash and securities, including accrued interest, of $347,566 in return for 3,056 shares of 1-10 Year. Because 1-10 Year was a partnership for federal income tax purposes, the liquidation generally was tax free to the Fund.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $25 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is maintained at the Fund's custodian and/or invested in cash equivalents and/or the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Total security lending income during the period, presented in the Statement of Operations as a component of interest income, amounted to $79. Net income from the Fidelity Securities Lending Cash Central Fund during the period, presented in the Statement of Operations as a component of income from Fidelity Central Funds, amounted to $373 (including four-hundred forty-three dollars from securities loaned to FCM).

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $2,137 for the period. In addition,

Semiannual Report

9. Expense Reductions - continued

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 $6.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $17.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended February 28, 2013	Year ended August 31, 2012
From net investment income
Balanced	$ 134,585	$ 281,775
Class K	54,947	98,150
Total	$ 189,532	$ 379,925

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended February 28, 2013	Year ended August 31, 2012	Six months ended February 28, 2013	Year ended August 31, 2012
Balanced
Shares sold	56,355	101,057	$ 1,150,658	$ 1,914,819
Reinvestment of distributions	6,433	14,566	129,047	271,000
Shares redeemed	(81,964)	(221,553)	(1,665,571)	(4,157,808)
Net increase (decrease)	(19,176)	(105,930)	$ (385,866)	$ (1,971,989)
Class K
Shares sold	44,158	117,984	$ 898,281	$ 2,217,745
Reinvestment of distributions	2,739	5,255	54,947	98,150
Shares redeemed	(34,514)	(68,166)	(703,304)	(1,291,730)
Net increase (decrease)	12,383	55,073	$ 249,924	$ 1,024,165

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

12. Other.

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Investments
Money Management, Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

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®)
1-800-544-5555

Automated line for quickest service

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

BAL-USAN-0413
1.789281.109

Fidelity®

Balanced

Fund -
Class K

Semiannual Report

February 28, 2013

(Fidelity Cover Art)

Contents

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.

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 1, 2012 to February 28, 2013).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value September 1, 2012	Ending Account Value February 28, 2013	Expenses Paid During Period* September 1, 2012 to February 28, 2013
Balanced	.58%
Actual		$ 1,000.00	$ 1,057.70	$ 2.96
HypotheticalA		$ 1,000.00	$ 1,021.92	$ 2.91
Class K	.47%
Actual		$ 1,000.00	$ 1,058.30	$ 2.40
HypotheticalA		$ 1,000.00	$ 1,022.46	$ 2.36

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The fees and expenses of the underlying Fidelity Central Funds in which the Fund invests are not included in the Fund's annualized expense ratio.

Semiannual Report

Investment Changes (Unaudited)

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

Top Five Stocks as of February 28, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	2.9	5.0
Exxon Mobil Corp.	1.6	1.5
QUALCOMM, Inc.	1.6	1.6
Procter & Gamble Co.	1.5	1.4
Pfizer, Inc.	1.4	1.4
	9.0
Top Five Bond Issuers as of February 28, 2013
(with maturities greater than one year)	% of fund's net assets	% of fund's net assets 6 months ago
Fannie Mae	6.5	9.2
U.S. Treasury Obligations	5.8	5.1
Freddie Mac	2.2	2.7
Ginnie Mae	1.8	2.4
Wachovia Bank Commercial Mortgage Trust	0.7	0.4
	17.0
Top Five Market Sectors as of February 28, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	15.0	13.7
Information Technology	12.5	14.1
Health Care	9.1	8.1
Energy	8.7	8.9
Consumer Discretionary	8.0	7.7

Asset Allocation (% of fund's net assets)
As of February 28, 2013*		As of August 31, 2012**
	Stocks and Equity Futures 65.9%		Stocks and Equity Futures 64.2%
	Bonds 32.1%		Bonds 34.0%
	Convertible Securities 0.1%		Convertible Securities 0.1%
	Other Investments 0.2%		Other Investments 0.3%
	Short-Term Investments and Net Other Assets (Liabilities) 1.7%		Short-Term Investments and Net Other Assets (Liabilities) 1.4%

* Foreign investments 9.6% ** Foreign investments 8.9%

Percentages are adjusted for the effect of futures and swap contracts, if applicable. An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds is available at fidelity.com.

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

Semiannual Report

Investments February 28, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 65.0%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 6.8%
Automobiles - 0.0%
General Motors Co. (a)	144,760		$ 3,930
Hotels, Restaurants & Leisure - 0.9%
Domino's Pizza, Inc.	785,131		37,388
Dunkin' Brands Group, Inc.	463,877		17,233
Icahn Enterprises LP rights	290,524		0
Starbucks Corp.	1,516,737		83,148
Yum! Brands, Inc.	853,092		55,860
			193,629
Internet & Catalog Retail - 0.8%
Liberty Media Corp. Interactive Series A (a)	4,512,231		94,215
priceline.com, Inc. (a)	120,067		82,556
			176,771
Media - 3.0%
Comcast Corp. Class A	6,314,803		251,266
DIRECTV (a)	1,116,086		53,762
Legend Pictures LLC (n)(o)	8,571		15,884
News Corp. Class A	6,223,435		179,235
Sirius XM Radio, Inc. (f)	15,379,757		47,677
The Walt Disney Co.	1,018,089		55,577
Time Warner, Inc.	556,781		29,604
			633,005
Multiline Retail - 0.3%
Dollar General Corp. (a)	1,131,681		52,442
Specialty Retail - 1.3%
Cabela's, Inc. Class A (a)	159,800		8,084
CarMax, Inc. (a)	651,319		25,017
Limited Brands, Inc.	424,632		19,329
Lowe's Companies, Inc.	3,287,847		125,431
Tiffany & Co., Inc.	764,159		51,321
TJX Companies, Inc.	1,297,994		58,371
			287,553
Textiles, Apparel & Luxury Goods - 0.5%
PVH Corp.	618,697		75,388
Tumi Holdings, Inc.	72,867		1,723
Under Armour, Inc. Class A (sub. vtg.) (a)	647,218		31,895
			109,006
TOTAL CONSUMER DISCRETIONARY			1,456,336
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - 7.3%
Beverages - 2.3%
Anheuser-Busch InBev SA NV	370,944		$ 34,763
Coca-Cola Bottling Co. CONSOLIDATED	111,888		7,321
Coca-Cola FEMSA SAB de CV sponsored ADR	24,225		4,085
Coca-Cola Icecek A/S	327,435		7,736
Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR	169,725		7,532
Constellation Brands, Inc. Class A (sub. vtg.) (a)	885,042		39,154
Diageo PLC sponsored ADR	312,926		37,460
Embotelladora Andina SA sponsored ADR	194,522		8,141
Pernod Ricard SA	310,550		40,297
Remy Cointreau SA	175,408		22,168
The Coca-Cola Co.	7,067,570		273,656
			482,313
Food & Staples Retailing - 1.3%
CVS Caremark Corp.	3,198,055		163,485
Drogasil SA	421,600		4,861
Kroger Co.	2,493,721		72,842
United Natural Foods, Inc. (a)	2,000		101
Wal-Mart Stores, Inc.	589,783		41,745
			283,034
Food Products - 0.4%
Bunge Ltd.	329,406		24,412
Green Mountain Coffee Roasters, Inc. (a)	143,876		6,872
Mead Johnson Nutrition Co. Class A	455,198		34,099
Nestle SA	338,379		23,622
			89,005
Household Products - 1.5%
Colgate-Palmolive Co.	84,973		9,723
Procter & Gamble Co.	4,128,910		314,540
			324,263
Personal Products - 0.2%
L'Oreal SA	146,584		21,922
Nu Skin Enterprises, Inc. Class A	204,053		8,407
			30,329
Tobacco - 1.6%
Altria Group, Inc.	2,114,254		70,933
British American Tobacco PLC sponsored ADR	2,236,182		233,189
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Tobacco - continued
Philip Morris International, Inc.	416,541		$ 38,218
Souza Cruz SA	491,200		7,839
			350,179
TOTAL CONSUMER STAPLES			1,559,123
ENERGY - 7.3%
Energy Equipment & Services - 1.6%
Cameron International Corp. (a)	830,491		52,919
Ensco PLC Class A	1,015,839		61,093
Forum Energy Technologies, Inc.	507,664		13,544
Halliburton Co.	643,444		26,709
National Oilwell Varco, Inc.	959,588		65,377
Noble Corp.	1,099,108		39,370
Ocean Rig UDW, Inc. (United States) (a)	657,696		9,583
Oceaneering International, Inc.	260,687		16,577
Oil States International, Inc. (a)	108,100		8,232
Schlumberger Ltd.	633,424		49,312
Vantage Drilling Co. (a)	6,665,301		10,864
			353,580
Oil, Gas & Consumable Fuels - 5.7%
Anadarko Petroleum Corp.	1,190,202		94,716
Apache Corp.	313,268		23,266
Bonanza Creek Energy, Inc. (a)	260,100		8,799
Cabot Oil & Gas Corp.	70,500		4,369
Canadian Natural Resources Ltd.	265,000		8,100
Chevron Corp.	1,541,794		180,621
Cimarex Energy Co.	230,296		15,501
Cobalt International Energy, Inc. (a)	479,400		11,827
Concho Resources, Inc. (a)	139,300		12,531
ENI SpA sponsored ADR	344,900		15,700
EQT Corp.	367,700		23,198
Exxon Mobil Corp.	3,811,657		341,334
Falkland Oil & Gas Ltd. (a)	84,654		39
Hess Corp.	625,126		41,571
InterOil Corp. (a)(f)	344,531		24,038
Marathon Oil Corp.	1,853,793		62,102
Marathon Petroleum Corp.	803,343		66,581
Murphy Oil Corp.	395,309		24,066
Noble Energy, Inc.	377,465		41,834
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Northern Tier Energy LP Class A	254,094		$ 7,356
Occidental Petroleum Corp.	676,752		55,717
PBF Energy, Inc. Class A	84,500		3,528
Phillips 66	414,389		26,090
Royal Dutch Shell PLC Class B sponsored ADR	598,921		40,331
Southcross Energy Partners LP	137,600		3,152
Suncor Energy, Inc.	1,540,400		46,679
The Williams Companies, Inc.	1,124,500		39,031
Western Gas Equity Partners LP	49,800		1,692
			1,223,769
TOTAL ENERGY			1,577,349
FINANCIALS - 10.0%
Capital Markets - 1.1%
Ameriprise Financial, Inc.	1,046,600		71,828
BlackRock, Inc. Class A	298,092		71,468
E*TRADE Financial Corp. (a)	785,665		8,414
Evercore Partners, Inc. Class A	268,800		10,940
State Street Corp.	582,998		32,992
TD Ameritrade Holding Corp.	699,430		13,296
The Blackstone Group LP	1,042,680		19,707
UBS AG	322,276		5,092
			233,737
Commercial Banks - 1.9%
CIT Group, Inc. (a)	454,967		19,045
Comerica, Inc.	306,700		10,544
First Horizon National Corp. (f)	1,577,327		16,767
Huntington Bancshares, Inc.	1,808,164		12,711
KBC Groupe SA	87,960		3,262
Lloyds Banking Group PLC (a)	8,618,667		7,085
M&T Bank Corp.	241,986		24,704
Synovus Financial Corp.	5,118,320		13,001
U.S. Bancorp	6,735,345		228,867
Wells Fargo & Co.	2,264,619		79,443
			415,429
Consumer Finance - 1.7%
Capital One Financial Corp.	4,419,945		225,550
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Consumer Finance - continued
Discover Financial Services	1,310,115		$ 50,479
SLM Corp.	5,101,152		96,769
			372,798
Diversified Financial Services - 2.7%
Bank of America Corp.	12,193,704		136,935
Citigroup, Inc.	4,345,994		182,401
ING Groep NV (Certificaten Van Aandelen) (a)	391,502		3,134
JPMorgan Chase & Co.	5,170,730		252,952
			575,422
Insurance - 1.6%
ACE Ltd.	712,996		60,883
AFLAC, Inc.	558,587		27,901
Berkshire Hathaway, Inc.:
Class A (a)	234		35,708
Class B (a)	64,446		6,584
Direct Line Insurance Group PLC	3,465,400		11,093
Fairfax Financial Holdings Ltd. (sub. vtg.)	53,500		20,328
Hartford Financial Services Group, Inc.	1,629,187		38,465
Marsh & McLennan Companies, Inc.	704,400		26,161
MetLife, Inc.	1,113,160		39,450
The Travelers Companies, Inc.	672,415		54,076
Validus Holdings Ltd.	724,465		25,813
			346,462
Real Estate Investment Trusts - 0.7%
American Tower Corp.	987,365		76,620
Camden Property Trust (SBI)	151,975		10,508
Equity Lifestyle Properties, Inc.	282,429		20,812
Sun Communities, Inc.	424,115		19,734
The Macerich Co.	325,741		19,580
			147,254
Thrifts & Mortgage Finance - 0.3%
Ocwen Financial Corp. (a)	1,373,527		54,144
TOTAL FINANCIALS			2,145,246
HEALTH CARE - 8.3%
Biotechnology - 2.2%
Amgen, Inc.	1,620,802		148,158
Biogen Idec, Inc. (a)	428,081		71,207
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
BioMarin Pharmaceutical, Inc. (a)	405,544		$ 23,509
CSL Ltd.	670,339		41,083
Gilead Sciences, Inc. (a)	3,129,871		133,677
Onyx Pharmaceuticals, Inc. (a)	557,675		41,999
Regeneron Pharmaceuticals, Inc. (a)	89,925		15,017
			474,650
Health Care Equipment & Supplies - 1.4%
Covidien PLC	1,667,661		106,013
Edwards Lifesciences Corp. (a)	374,550		32,185
Quidel Corp. (a)(f)	1,344,099		31,815
Stryker Corp.	1,150,247		73,478
The Cooper Companies, Inc.	513,248		54,435
			297,926
Health Care Providers & Services - 1.2%
Catamaran Corp. (a)	383,622		20,604
CIGNA Corp.	1,209,242		70,692
Henry Schein, Inc. (a)	652,488		58,215
McKesson Corp.	459,424		48,759
Quest Diagnostics, Inc.	824,400		46,307
			244,577
Life Sciences Tools & Services - 0.3%
Agilent Technologies, Inc.	882,894		36,622
Thermo Fisher Scientific, Inc.	459,476		33,909
			70,531
Pharmaceuticals - 3.2%
AbbVie, Inc.	2,996,914		110,646
Allergan, Inc.	801,134		86,859
Merck & Co., Inc.	2,001,416		85,521
Pfizer, Inc.	11,358,600		310,885
Sanofi SA sponsored ADR	365,503		17,255
Valeant Pharmaceuticals International, Inc. (Canada) (a)	1,179,075		79,520
			690,686
TOTAL HEALTH CARE			1,778,370
INDUSTRIALS - 7.0%
Aerospace & Defense - 1.5%
Honeywell International, Inc.	1,668,803		116,983
MTU Aero Engines Holdings AG	200,264		18,621
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
Textron, Inc.	2,561,482		$ 73,899
United Technologies Corp.	1,143,498		103,544
			313,047
Building Products - 0.5%
Armstrong World Industries, Inc.	796,146		40,707
Owens Corning (a)	947,707		36,781
Quanex Building Products Corp.	1,492,275		29,711
			107,199
Commercial Services & Supplies - 0.5%
ADT Corp.	644,685		30,874
KAR Auction Services, Inc.	2,023,721		42,943
Stericycle, Inc. (a)	356,149		34,162
			107,979
Electrical Equipment - 0.6%
Regal-Beloit Corp.	682,039		52,708
Roper Industries, Inc.	584,439		72,827
			125,535
Industrial Conglomerates - 1.0%
Danaher Corp.	1,528,584		94,161
General Electric Co.	4,798,200		111,414
			205,575
Machinery - 1.7%
Caterpillar, Inc.	1,311,185		121,114
Cummins, Inc.	662,567		76,772
Deere & Co.	64,558		5,670
Fiat Industrial SpA	1,360,797		16,549
Illinois Tool Works, Inc.	1,117,759		68,742
Parker Hannifin Corp.	550,426		52,004
Volvo AB (B Shares)	1,808,745		27,128
			367,979
Professional Services - 0.3%
Manpower, Inc.	457,732		24,992
Randstad Holding NV	379,585		16,138
Verisk Analytics, Inc. (a)	413,050		24,172
			65,302
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Road & Rail - 0.6%
J.B. Hunt Transport Services, Inc.	243,249		$ 16,911
Union Pacific Corp.	856,800		117,476
			134,387
Trading Companies & Distributors - 0.3%
W.W. Grainger, Inc.	328,060		74,292
TOTAL INDUSTRIALS			1,501,295
INFORMATION TECHNOLOGY - 12.1%
Communications Equipment - 2.8%
ADTRAN, Inc. (f)	2,269,714		50,705
Ciena Corp. (a)	1,672,500		25,489
Finisar Corp. (a)	2,657,885		38,938
JDS Uniphase Corp. (a)	1,040,918		14,739
Juniper Networks, Inc. (a)	5,146,343		106,426
NETGEAR, Inc. (a)	951,933		32,413
QUALCOMM, Inc.	5,173,043		339,507
			608,217
Computers & Peripherals - 3.4%
Apple, Inc.	1,405,129		620,237
ASUSTeK Computer, Inc.	807,000		9,887
EMC Corp. (a)	272,413		6,268
Lenovo Group Ltd.	8,378,000		9,355
NCR Corp. (a)	952,135		26,260
SanDisk Corp. (a)	1,109,281		55,897
			727,904
Electronic Equipment & Components - 0.4%
Flextronics International Ltd. (a)	3,886,377		25,844
Jabil Circuit, Inc.	2,834,540		53,091
			78,935
Internet Software & Services - 1.4%
eBay, Inc. (a)	2,249,762		123,017
Google, Inc. Class A (a)	174,786		140,039
LinkedIn Corp. (a)	2,200		370
Mail.ru Group Ltd.:
GDR (g)	391,234		13,138
GDR (Reg. S)	195,272		6,557
Yandex NV (a)	1,006,000		23,329
			306,450
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
IT Services - 0.8%
Accenture PLC Class A	526,876		$ 39,178
Fidelity National Information Services, Inc.	1,064,344		40,073
Fiserv, Inc. (a)	92,595		7,603
The Western Union Co.	1,156,212		16,222
Visa, Inc. Class A	380,513		60,365
			163,441
Semiconductors & Semiconductor Equipment - 2.1%
Altera Corp.	1,874,701		66,402
Analog Devices, Inc.	3,481,729		157,444
ARM Holdings PLC sponsored ADR	355,100		15,454
ASAT Holdings Ltd. (a)	88,719		0
ASML Holding NV	154,658		10,978
Broadcom Corp. Class A	548,000		18,692
Fairchild Semiconductor International, Inc. (a)	841,274		11,997
Integrated Device Technology, Inc. (a)	1,369,026		9,309
Micron Technology, Inc. (a)	5,678,837		47,645
NXP Semiconductors NV (a)	1,551,316		50,139
ON Semiconductor Corp. (a)	3,449,911		27,599
PMC-Sierra, Inc. (a)	3,826,185		24,832
Samsung Electronics Co. Ltd.	9,303		13,246
Skyworks Solutions, Inc. (a)	132,456		2,821
			456,558
Software - 1.2%
Adobe Systems, Inc. (a)	60,705		2,386
Check Point Software Technologies Ltd. (a)	461,074		24,211
Citrix Systems, Inc. (a)	961,251		68,153
Electronic Arts, Inc. (a)	2,960,479		51,897
Fortinet, Inc. (a)	406,860		9,838
Guidewire Software, Inc. (a)	49,200		1,798
Jive Software, Inc. (a)	916,774		15,200
Oracle Corp.	2,582,667		88,482
Ubisoft Entertainment SA (a)	426,495		4,672
			266,637
TOTAL INFORMATION TECHNOLOGY			2,608,142
MATERIALS - 2.2%
Chemicals - 1.7%
Air Products & Chemicals, Inc.	43,462		3,753
Albemarle Corp.	320,445		20,855
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Chemicals - continued
Ashland, Inc.	309,924		$ 24,165
Eastman Chemical Co.	635,861		44,339
Ecolab, Inc.	466,378		35,701
FMC Corp.	517,318		31,174
LyondellBasell Industries NV Class A	968,900		56,797
Monsanto Co.	746,795		75,449
PPG Industries, Inc.	295,676		39,816
Sigma Aldrich Corp.	464,358		35,783
			367,832
Construction Materials - 0.1%
Vulcan Materials Co.	449,405		22,888
Containers & Packaging - 0.3%
Ball Corp.	601,640		26,719
Rock-Tenn Co. Class A	467,409		41,342
			68,061
Metals & Mining - 0.1%
Goldcorp, Inc.	734,297		23,967
TOTAL MATERIALS			482,748
TELECOMMUNICATION SERVICES - 1.6%
Diversified Telecommunication Services - 1.0%
CenturyLink, Inc.	1,103,029		38,242
inContact, Inc. (a)	908,856		6,171
Level 3 Communications, Inc. (a)	649,301		12,973
Verizon Communications, Inc.	3,323,860		154,659
			212,045
Wireless Telecommunication Services - 0.6%
Crown Castle International Corp. (a)	186,575		13,023
SBA Communications Corp. Class A (a)	971,768		69,112
Sprint Nextel Corp. (a)	4,327,779		25,101
Vodafone Group PLC sponsored ADR	541,600		13,616
			120,852
TOTAL TELECOMMUNICATION SERVICES			332,897
UTILITIES - 2.4%
Electric Utilities - 1.3%
American Electric Power Co., Inc.	1,191,532		55,752
Duke Energy Corp.	1,393,920		96,529
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - continued
Electric Utilities - continued
Edison International	1,388,827		$ 66,705
FirstEnergy Corp.	960,768		37,931
NextEra Energy, Inc.	160,392		11,527
			268,444
Gas Utilities - 0.0%
ONEOK, Inc.	235,115		10,578
Independent Power Producers & Energy Traders - 0.3%
NRG Energy, Inc.	1,385,972		33,263
The AES Corp.	2,911,409		33,831
			67,094
Multi-Utilities - 0.8%
CenterPoint Energy, Inc.	1,682,252		36,051
NiSource, Inc.	721,416		19,983
PG&E Corp.	824,429		35,154
Sempra Energy	914,760		71,132
			162,320
TOTAL UTILITIES			508,436
TOTAL COMMON STOCKS (Cost $11,018,679)		13,949,942
Convertible Preferred Stocks - 0.0%
CONSUMER DISCRETIONARY - 0.0%
Media - 0.0%
Jumptap, Inc. Series G (o)	893,724		6,429
INFORMATION TECHNOLOGY - 0.0%
Semiconductors & Semiconductor Equipment - 0.0%
ASAT Holdings Ltd. 13.00% (a)	2,416		0
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $6,519)		6,429

Corporate Bonds - 9.0%
	Principal Amount (000s)		Value (000s)
Convertible Bonds - 0.0%
ENERGY - 0.0%
Oil, Gas & Consumable Fuels - 0.0%
Cobalt International Energy, Inc. 2.625% 12/1/19	$ 3,740		$ 3,862
Nonconvertible Bonds - 9.0%
CONSUMER DISCRETIONARY - 0.6%
Auto Components - 0.0%
DaimlerChrysler NA Holding Corp. 6.5% 11/15/13	1,340		1,393
Delphi Corp. 5% 2/15/23	6,065		6,315
			7,708
Automobiles - 0.1%
Daimler Finance North America LLC 1.95% 3/28/14 (g)	2,240		2,264
Ford Motor Co.:
4.75% 1/15/43	5,121		4,865
7.45% 7/16/31	10,420		13,348
Volkswagen International Finance NV 2.375% 3/22/17 (g)	1,830		1,892
			22,369
Media - 0.5%
AOL Time Warner, Inc. 7.625% 4/15/31	4,975		6,754
Comcast Corp.:
4.95% 6/15/16	955		1,078
5.7% 5/15/18	948		1,141
6.4% 5/15/38	3,000		3,845
6.4% 3/1/40	6,097		7,867
6.95% 8/15/37	7,200		9,765
COX Communications, Inc.:
3.25% 12/15/22 (g)	2,422		2,435
4.625% 6/1/13	3,612		3,649
Discovery Communications LLC:
3.7% 6/1/15	5,665		6,017
5.05% 6/1/20	204		234
NBCUniversal Media LLC:
3.65% 4/30/15	1,468		1,557
5.15% 4/30/20	7,276		8,639
6.4% 4/30/40	6,271		8,062
News America Holdings, Inc. 7.75% 12/1/45	8,630		11,940
Time Warner Cable, Inc.:
5.5% 9/1/41	13,538		14,188
6.2% 7/1/13	3,909		3,978
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
CONSUMER DISCRETIONARY - continued
Media - continued
Time Warner Cable, Inc.: - continued
6.75% 7/1/18	$ 1,974		$ 2,417
Time Warner, Inc.:
3.15% 7/15/15	544		573
5.875% 11/15/16	4,882		5,693
Viacom, Inc.:
1.25% 2/27/15	456		460
3.5% 4/1/17	264		284
			100,576
Specialty Retail - 0.0%
Lowe's Companies, Inc. 3.8% 11/15/21	242		266
TOTAL CONSUMER DISCRETIONARY			130,919
CONSUMER STAPLES - 0.4%
Beverages - 0.1%
Anheuser-Busch InBev Worldwide, Inc.:
2.5% 3/26/13	286		286
5.375% 11/15/14	2,481		2,677
Beam, Inc. 1.875% 5/15/17	1,408		1,434
FBG Finance Ltd. 5.125% 6/15/15 (g)	4,938		5,397
Fortune Brands, Inc.:
5.375% 1/15/16	1,902		2,116
6.375% 6/15/14	1,153		1,233
Heineken NV:
1.4% 10/1/17 (g)	3,274		3,264
2.75% 4/1/23 (g)	3,420		3,333
SABMiller Holdings, Inc.:
1.85% 1/15/15 (g)	2,353		2,394
2.45% 1/15/17 (g)	2,353		2,455
			24,589
Food & Staples Retailing - 0.0%
Walgreen Co.:
1% 3/13/15	1,878		1,884
1.8% 9/15/17	2,793		2,833
			4,717
Food Products - 0.1%
Cargill, Inc. 6% 11/27/17 (g)	572		684
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
CONSUMER STAPLES - continued
Food Products - continued
ConAgra Foods, Inc.:
1.9% 1/25/18	$ 2,279		$ 2,306
3.2% 1/25/23	2,650		2,645
4.65% 1/25/43	2,952		2,963
Kraft Foods, Inc.:
6.5% 8/11/17	3,122		3,779
6.5% 2/9/40	3,854		5,046
6.75% 2/19/14	436		461
			17,884
Tobacco - 0.2%
Altria Group, Inc.:
2.85% 8/9/22	4,604		4,516
4.25% 8/9/42	4,604		4,398
9.7% 11/10/18	6,258		8,735
Reynolds American, Inc.:
3.25% 11/1/22	3,376		3,358
4.75% 11/1/42	5,216		5,105
6.75% 6/15/17	4,975		6,007
7.25% 6/15/37	7,569		9,901
			42,020
TOTAL CONSUMER STAPLES			89,210
ENERGY - 1.1%
Energy Equipment & Services - 0.2%
Cameron International Corp. 1.6% 4/30/15	279		281
DCP Midstream LLC:
4.75% 9/30/21 (g)	6,909		7,316
5.35% 3/15/20 (g)	6,814		7,511
El Paso Pipeline Partners Operating Co. LLC:
4.1% 11/15/15	7,675		8,255
5% 10/1/21	2,791		3,116
6.5% 4/1/20	2,608		3,152
FMC Technologies, Inc.:
2% 10/1/17	846		853
3.45% 10/1/22	1,533		1,556
Noble Holding International Ltd.:
3.05% 3/1/16	914		953
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
ENERGY - continued
Energy Equipment & Services - continued
Noble Holding International Ltd.: - continued
3.45% 8/1/15	$ 1,299		$ 1,361
Transocean, Inc. 5.05% 12/15/16	4,522		5,038
Weatherford International Ltd.:
4.95% 10/15/13	2,930		3,005
5.15% 3/15/13	3,829		3,833
			46,230
Oil, Gas & Consumable Fuels - 0.9%
Anadarko Petroleum Corp.:
5.95% 9/15/16	1,716		1,973
6.375% 9/15/17	15,653		18,694
6.45% 9/15/36	4,710		5,779
Apache Corp. 3.25% 4/15/22	233		241
Cenovus Energy, Inc. 4.5% 9/15/14	900		950
DCP Midstream Operating LP:
2.5% 12/1/17	3,027		3,061
4.95% 4/1/22	1,267		1,364
Duke Energy Field Services:
5.375% 10/15/15 (g)	2,055		2,239
6.45% 11/3/36 (g)	6,493		7,298
El Paso Natural Gas Co. 5.95% 4/15/17	1,572		1,819
Enbridge Energy Partners LP 4.2% 9/15/21	8,103		8,571
Encana Holdings Finance Corp. 5.8% 5/1/14	4,858		5,126
Enterprise Products Operating LP:
5.6% 10/15/14	1,709		1,838
5.65% 4/1/13	563		565
Gulfstream Natural Gas System LLC 6.95% 6/1/16 (g)	780		914
Marathon Petroleum Corp.:
3.5% 3/1/16	493		526
5.125% 3/1/21	4,415		5,140
Midcontinent Express Pipeline LLC 5.45% 9/15/14 (g)	7,948		8,287
Motiva Enterprises LLC:
5.75% 1/15/20 (g)	1,252		1,504
6.85% 1/15/40 (g)	4,294		5,786
Nakilat, Inc. 6.067% 12/31/33 (g)	2,490		3,025
Nexen, Inc.:
5.2% 3/10/15	1,528		1,653
6.2% 7/30/19	2,252		2,775
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Occidental Petroleum Corp. 2.7% 2/15/23	$ 1,942		$ 1,960
Petrobras International Finance Co. Ltd.:
3.875% 1/27/16	7,288		7,619
7.875% 3/15/19	7,382		9,037
Petroleos Mexicanos:
3.5% 1/30/23 (g)	5,005		4,905
4.875% 1/24/22	1,430		1,571
5.5% 1/21/21	7,423		8,488
5.5% 6/27/44	10,422		10,656
6% 3/5/20	2,274		2,674
6.5% 6/2/41	4,318		5,084
Phillips 66:
1.95% 3/5/15	1,844		1,885
2.95% 5/1/17	1,844		1,951
4.3% 4/1/22	6,383		7,036
5.875% 5/1/42	5,485		6,526
Plains All American Pipeline LP/PAA Finance Corp.:
3.65% 6/1/22	3,495		3,686
3.95% 9/15/15	356		383
6.125% 1/15/17	1,940		2,270
Southeast Supply Header LLC 4.85% 8/15/14 (g)	1,358		1,410
Spectra Energy Capital, LLC 5.65% 3/1/20	1,087		1,276
Spectra Energy Partners, LP:
2.95% 6/15/16	1,472		1,521
4.6% 6/15/21	1,816		1,939
Suncor Energy, Inc. 6.1% 6/1/18	623		755
Texas Eastern Transmission LP 6% 9/15/17 (g)	1,301		1,538
TransCapitalInvest Ltd. 5.67% 3/5/14 (g)	6,508		6,749
Western Gas Partners LP 5.375% 6/1/21	9,827		11,113
			191,160
TOTAL ENERGY			237,390
FINANCIALS - 4.5%
Capital Markets - 0.7%
Bear Stearns Companies, Inc. 5.3% 10/30/15	1,060		1,174
BlackRock, Inc.:
3.375% 6/1/22	332		350
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Capital Markets - continued
BlackRock, Inc.: - continued
4.25% 5/24/21	$ 501		$ 563
Goldman Sachs Group, Inc.:
5.75% 1/24/22	16,598		19,478
5.95% 1/18/18	5,343		6,250
6.15% 4/1/18	3,993		4,719
Lazard Group LLC:
6.85% 6/15/17	6,480		7,469
7.125% 5/15/15	2,316		2,568
Merrill Lynch & Co., Inc.:
6.11% 1/29/37	10,942		12,481
6.4% 8/28/17	5,074		5,957
7.75% 5/14/38	8,738		11,807
Morgan Stanley:
3.75% 2/25/23	6,635		6,704
4% 7/24/15	1,373		1,449
4.75% 4/1/14	405		419
4.875% 11/1/22	8,068		8,520
5.375% 10/15/15	17,634		19,250
5.5% 7/28/21	1,363		1,565
5.625% 9/23/19	547		633
5.75% 1/25/21	4,899		5,681
5.95% 12/28/17	301		349
6% 4/28/15	25,830		28,197
6.625% 4/1/18	1,804		2,147
UBS AG Stamford Branch 2.25% 1/28/14	1,211		1,229
			148,959
Commercial Banks - 1.1%
Associated Banc Corp. 5.125% 3/28/16	2,238		2,453
Bank of America NA 5.3% 3/15/17	16,651		18,665
BB&T Corp. 3.95% 3/22/22	1,805		1,934
Comerica Bank 5.7% 6/1/14	613		649
Comerica, Inc. 4.8% 5/1/15	1,223		1,311
Credit Suisse 6% 2/15/18	17,158		19,797
Credit Suisse New York Branch 5.4% 1/14/20	1,450		1,628
Discover Bank:
7% 4/15/20	4,144		5,146
8.7% 11/18/19	745		997
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Commercial Banks - continued
Fifth Third Bancorp:
3.5% 3/15/22	$ 638		$ 666
4.5% 6/1/18	584		650
5.45% 1/15/17	2,232		2,517
8.25% 3/1/38	4,070		5,682
Fifth Third Bank 4.75% 2/1/15	951		1,017
Fifth Third Capital Trust IV 6.5% 4/15/67 (k)	4,966		4,972
HBOS PLC 6.75% 5/21/18 (g)	560		621
Huntington Bancshares, Inc. 7% 12/15/20	3,353		4,158
Intesa Sanpaolo SpA:
3.125% 1/15/16	10,055		9,922
3.875% 1/16/18	20,086		19,741
JPMorgan Chase Bank 6% 10/1/17	2,460		2,913
KeyBank NA:
5.45% 3/3/16	3,278		3,696
5.8% 7/1/14	9,872		10,534
KeyCorp. 5.1% 3/24/21	628		730
Marshall & Ilsley Bank:
4.85% 6/16/15	5,313		5,693
5% 1/17/17	10,492		11,534
Regions Bank:
6.45% 6/26/37	10,905		11,668
7.5% 5/15/18	8,457		10,318
Regions Financial Corp.:
5.75% 6/15/15	1,528		1,660
7.75% 11/10/14	7,190		7,927
Royal Bank of Scotland Group PLC 6.125% 12/15/22	39,429		41,378
SunTrust Banks, Inc.:
0.608% 4/1/15 (k)	9,681		9,494
3.5% 1/20/17	4,557		4,904
3.6% 4/15/16	305		327
UnionBanCal Corp.:
3.5% 6/18/22	969		1,008
5.25% 12/16/13	1,113		1,153
Wachovia Bank NA 4.8% 11/1/14	557		595
Wachovia Corp. 5.625% 10/15/16	5,718		6,547
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Commercial Banks - continued
Wells Fargo & Co.:
1.5% 7/1/15	$ 1,600		$ 1,629
3.676% 6/15/16	3,236		3,510
			239,744
Consumer Finance - 0.3%
American Express Credit Corp.:
2.75% 9/15/15	1,633		1,708
2.8% 9/19/16	626		662
American Honda Finance Corp. 1.45% 2/27/15 (g)	2,385		2,418
Discover Financial Services:
3.85% 11/21/22 (g)	2,701		2,764
5.2% 4/27/22	2,488		2,816
6.45% 6/12/17	13,316		15,640
Ford Motor Credit Co. LLC:
2.5% 1/15/16	16,000		16,290
3% 6/12/17	6,246		6,405
General Electric Capital Corp.:
1% 12/11/15	5,163		5,199
2.1% 12/11/19	1,764		1,798
2.15% 1/9/15	2,735		2,810
2.25% 11/9/15	645		668
4.625% 1/7/21	849		960
HSBC USA, Inc. 1.625% 1/16/18	5,604		5,629
Hyundai Capital America:
1.625% 10/2/15 (g)	2,131		2,146
2.125% 10/2/17 (g)	2,357		2,377
			70,290
Diversified Financial Services - 0.6%
ABB Finance (USA), Inc. 2.875% 5/8/22	1,830		1,852
Bank of America Corp.:
3.875% 3/22/17	944		1,017
5.875% 2/7/42	5,117		6,224
6.5% 8/1/16	1,220		1,408
BP Capital Markets PLC:
3.125% 10/1/15	1,345		1,425
4.5% 10/1/20	1,336		1,519
4.742% 3/11/21	6,000		6,942
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Diversified Financial Services - continued
Citigroup, Inc.:
4.05% 7/30/22	$ 2,641		$ 2,743
4.45% 1/10/17	15,842		17,495
4.5% 1/14/22	4,498		5,007
4.75% 5/19/15	16,309		17,503
5.875% 1/30/42	147		179
6.125% 5/15/18	820		981
6.5% 8/19/13	24,589		25,254
JPMorgan Chase & Co.:
3.15% 7/5/16	1,641		1,737
3.25% 9/23/22	14,000		14,133
3.4% 6/24/15	1,319		1,394
RBS Citizens Financial Group, Inc. 4.15% 9/28/22 (g)	6,485		6,637
TECO Finance, Inc.:
4% 3/15/16	1,828		1,969
5.15% 3/15/20	164		190
			115,609
Insurance - 0.8%
American International Group, Inc.:
2.375% 8/24/15	16,000		16,417
3.8% 3/22/17	6,043		6,562
4.875% 9/15/16	2,262		2,528
4.875% 6/1/22	3,000		3,403
Aon Corp.:
3.125% 5/27/16	4,743		5,006
3.5% 9/30/15	4,875		5,134
5% 9/30/20	129		148
Axis Capital Holdings Ltd. 5.75% 12/1/14	452		482
Great-West Life & Annuity Insurance Co. 7.153% 5/16/46 (g)(k)	2,508		2,583
Hartford Financial Services Group, Inc.:
4% 10/15/17	1,308		1,454
5.125% 4/15/22	11,941		13,761
5.375% 3/15/17	685		781
6.625% 4/15/42	9,968		12,887
Liberty Mutual Group, Inc.:
5% 6/1/21 (g)	8,525		9,316
6.5% 3/15/35 (g)	1,315		1,481
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Insurance - continued
Marsh & McLennan Companies, Inc. 4.8% 7/15/21	$ 5,569		$ 6,310
Massachusetts Mutual Life Insurance Co. 5.375% 12/1/41 (g)	3,576		4,074
MetLife, Inc.:
1.756% 12/15/17 (e)	2,742		2,774
5% 6/15/15	941		1,030
6.75% 6/1/16	5,158		6,087
Metropolitan Life Global Funding I 3% 1/10/23 (g)	3,948		3,940
Monumental Global Funding III 5.5% 4/22/13 (g)	3,704		3,729
Northwestern Mutual Life Insurance Co. 6.063% 3/30/40 (g)	4,915		6,241
Pacific Life Global Funding 5.15% 4/15/13 (g)	1,718		1,727
Pacific Life Insurance Co. 9.25% 6/15/39 (g)	3,967		5,797
Pacific LifeCorp:
5.125% 1/30/43 (g)	6,034		5,906
6% 2/10/20 (g)	9,325		10,722
Prudential Financial, Inc.:
3.875% 1/14/15	5,340		5,632
4.5% 11/16/21	1,764		1,960
7.375% 6/15/19	2,520		3,231
QBE Insurance Group Ltd. 5.647% 7/1/23 (g)(k)	658		655
Symetra Financial Corp. 6.125% 4/1/16 (g)	8,408		9,344
Unum Group:
5.625% 9/15/20	3,860		4,467
5.75% 8/15/42	6,349		6,866
7.125% 9/30/16	2,076		2,427
			174,862
Real Estate Investment Trusts - 0.5%
Alexandria Real Estate Equities, Inc. 4.6% 4/1/22	2,035		2,198
AvalonBay Communities, Inc. 4.95% 3/15/13	296		296
Boston Properties, Inc. 3.85% 2/1/23	8,081		8,560
BRE Properties, Inc. 5.5% 3/15/17	2,334		2,652
Camden Property Trust:
2.95% 12/15/22	2,417		2,350
5.375% 12/15/13	3,103		3,209
DDR Corp. 4.625% 7/15/22	4,470		4,833
Developers Diversified Realty Corp.:
4.75% 4/15/18	6,131		6,780
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
Developers Diversified Realty Corp.: - continued
7.5% 4/1/17	$ 6,446		$ 7,687
9.625% 3/15/16	1,851		2,262
Duke Realty LP:
3.875% 10/15/22	4,826		4,956
4.375% 6/15/22	3,753		4,004
4.625% 5/15/13	1,289		1,299
5.4% 8/15/14	1,356		1,432
5.5% 3/1/16	3,075		3,391
6.75% 3/15/20	1,339		1,638
8.25% 8/15/19	2,643		3,442
Equity One, Inc.:
3.75% 11/15/22	8,200		8,053
5.375% 10/15/15	948		1,036
6% 9/15/17	876		1,002
6.25% 1/15/17	663		755
Federal Realty Investment Trust:
5.4% 12/1/13	355		367
5.9% 4/1/20	1,971		2,349
6.2% 1/15/17	501		584
HCP, Inc. 3.15% 8/1/22	7,000		6,964
Health Care REIT, Inc.:
2.25% 3/15/18	1,976		1,994
4.125% 4/1/19	13,700		14,897
HRPT Properties Trust:
5.75% 11/1/15	1,731		1,879
6.25% 6/15/17	996		1,088
6.65% 1/15/18	676		769
Washington (REIT) 5.25% 1/15/14	1,137		1,173
Weingarten Realty Investors 3.375% 10/15/22	1,228		1,207
			105,106
Real Estate Management & Development - 0.5%
AMB Property LP 5.9% 8/15/13	2,086		2,128
BioMed Realty LP:
3.85% 4/15/16	8,775		9,345
4.25% 7/15/22	2,970		3,111
6.125% 4/15/20	2,611		3,051
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Management & Development - continued
Brandywine Operating Partnership LP:
3.95% 2/15/23	$ 7,304		$ 7,354
4.95% 4/15/18	2,733		3,039
5.7% 5/1/17	309		349
6% 4/1/16	2,770		3,108
7.5% 5/15/15	776		873
Digital Realty Trust LP:
4.5% 7/15/15	3,650		3,887
5.25% 3/15/21	4,138		4,600
ERP Operating LP 5.75% 6/15/17	2,042		2,396
Liberty Property LP:
3.375% 6/15/23	3,313		3,276
4.125% 6/15/22	3,219		3,378
4.75% 10/1/20	8,747		9,636
5.125% 3/2/15	1,672		1,791
5.5% 12/15/16	2,529		2,867
Mack-Cali Realty LP:
2.5% 12/15/17	4,556		4,617
4.5% 4/18/22	2,016		2,145
7.75% 8/15/19	2,476		3,136
Post Apartment Homes LP 3.375% 12/1/22	1,364		1,356
Prime Property Funding, Inc.:
5.125% 6/1/15 (g)	2,812		2,972
5.5% 1/15/14 (g)	1,168		1,203
5.7% 4/15/17 (g)	2,854		3,150
Regency Centers LP:
4.95% 4/15/14	494		515
5.25% 8/1/15	3,893		4,243
5.875% 6/15/17	877		1,010
Simon Property Group LP:
2.8% 1/30/17	82		87
4.2% 2/1/15	2,640		2,790
Tanger Properties LP:
6.125% 6/1/20	9,597		11,756
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Management & Development - continued
Tanger Properties LP: - continued
6.15% 11/15/15	$ 1,286		$ 1,458
Ventas Realty LP 2% 2/15/18	4,056		4,067
			108,694
TOTAL FINANCIALS			963,264
HEALTH CARE - 0.6%
Biotechnology - 0.1%
Amgen, Inc.:
3.875% 11/15/21	1,808		1,967
5.15% 11/15/41	17,224		18,867
Celgene Corp. 2.45% 10/15/15	2,168		2,248
			23,082
Health Care Providers & Services - 0.3%
Aetna, Inc.:
1.5% 11/15/17	796		799
2.75% 11/15/22	3,213		3,137
4.125% 11/15/42	1,793		1,724
Coventry Health Care, Inc.:
5.95% 3/15/17	1,413		1,645
6.3% 8/15/14	2,925		3,140
Express Scripts Holding Co.:
3.9% 2/15/22	1,915		2,041
4.75% 11/15/21	11,855		13,389
6.125% 11/15/41	5,466		6,831
Express Scripts, Inc.:
3.125% 5/15/16	332		350
6.25% 6/15/14	1,991		2,128
Medco Health Solutions, Inc.:
2.75% 9/15/15	4,158		4,346
4.125% 9/15/20	5,031		5,468
UnitedHealth Group, Inc.:
1.4% 10/15/17	1,319		1,325
1.625% 3/15/19	1,873		1,876
2.75% 2/15/23	1,069		1,057
2.875% 3/15/23	8,084		8,057
3.95% 10/15/42	1,469		1,387
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
HEALTH CARE - continued
Health Care Providers & Services - continued
UnitedHealth Group, Inc.: - continued
4.25% 3/15/43	$ 5,000		$ 4,936
WellPoint, Inc.:
1.25% 9/10/15	108		109
1.875% 1/15/18	195		197
3.3% 1/15/23	4,298		4,350
4.65% 1/15/43	5,229		5,290
			73,582
Pharmaceuticals - 0.2%
AbbVie, Inc.:
1.75% 11/6/17 (g)	6,470		6,552
2.9% 11/6/22 (g)	6,636		6,634
4.4% 11/6/42 (g)	6,482		6,594
Novartis Capital Corp. 2.4% 9/21/22	1,315		1,302
Watson Pharmaceuticals, Inc.:
1.875% 10/1/17	2,149		2,167
5% 8/15/14	2,544		2,692
Zoetis, Inc.:
1.875% 2/1/18 (g)	992		996
3.25% 2/1/23 (g)	2,418		2,433
4.7% 2/1/43 (g)	2,426		2,486
			31,856
TOTAL HEALTH CARE			128,520
INDUSTRIALS - 0.3%
Aerospace & Defense - 0.0%
BAE Systems Holdings, Inc.:
4.95% 6/1/14 (g)	2,021		2,112
6.375% 6/1/19 (g)	5,000		5,966
			8,078
Air Freight & Logistics - 0.0%
United Parcel Service, Inc. 2.45% 10/1/22	1,883		1,868
Airlines - 0.1%
Continental Airlines, Inc.:
6.648% 3/15/19	3,769		4,038
6.9% 7/2/19	1,063		1,133
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
INDUSTRIALS - continued
Airlines - continued
U.S. Airways pass-thru trust certificates:
6.85% 1/30/18	$ 2,181		$ 2,290
8.36% 1/20/19	1,800		1,967
			9,428
Industrial Conglomerates - 0.1%
General Electric Co. 4.125% 10/9/42	19,701		19,697
Machinery - 0.0%
Deere & Co. 2.6% 6/8/22	2,401		2,419
Road & Rail - 0.1%
Burlington Northern Santa Fe LLC:
4.4% 3/15/42	11,995		12,081
5.05% 3/1/41	8,624		9,557
			21,638
TOTAL INDUSTRIALS			63,128
INFORMATION TECHNOLOGY - 0.1%
Electronic Equipment & Components - 0.0%
Tyco Electronics Group SA:
1.6% 2/3/15	188		191
5.95% 1/15/14	5,513		5,758
6.55% 10/1/17	1,119		1,338
			7,287
IT Services - 0.0%
The Western Union Co. 2.375% 12/10/15	155		158
Office Electronics - 0.1%
Xerox Corp.:
1.1101% 5/16/14 (k)	10,110		10,091
2.95% 3/15/17	1,143		1,172
4.25% 2/15/15	1,302		1,370
			12,633
TOTAL INFORMATION TECHNOLOGY			20,078
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
MATERIALS - 0.2%
Chemicals - 0.1%
Ecolab, Inc. 1.45% 12/8/17	$ 3,459		$ 3,443
The Dow Chemical Co. 7.6% 5/15/14	5,446		5,890
			9,333
Construction Materials - 0.0%
CRH America, Inc. 6% 9/30/16	3,083		3,512
Metals & Mining - 0.1%
Anglo American Capital PLC 9.375% 4/8/14 (g)	3,112		3,388
Corporacion Nacional del Cobre de Chile (Codelco) 3.875% 11/3/21 (g)	8,722		9,209
Vale Overseas Ltd. 6.25% 1/23/17	3,906		4,468
			17,065
TOTAL MATERIALS			29,910
TELECOMMUNICATION SERVICES - 0.3%
Diversified Telecommunication Services - 0.3%
AT&T, Inc.:
2.4% 8/15/16	355		371
2.5% 8/15/15	1,377		1,434
4.35% 6/15/45 (g)	1,184		1,114
5.55% 8/15/41	19,700		22,224
BellSouth Capital Funding Corp. 7.875% 2/15/30	61		79
CenturyLink, Inc.:
5.15% 6/15/17	487		513
6% 4/1/17	3,467		3,759
6.15% 9/15/19	4,463		4,810
Embarq Corp.:
7.082% 6/1/16	3,397		3,903
7.995% 6/1/36	3,741		3,970
Verizon Communications, Inc.:
3.85% 11/1/42	13,000		11,710
6.25% 4/1/37	4,611		5,707
			59,594
Wireless Telecommunication Services - 0.0%
America Movil S.A.B. de CV:
2.375% 9/8/16	371		384
3.625% 3/30/15	3,102		3,269
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - continued
DIRECTV Holdings LLC/DIRECTV Financing, Inc. 6.35% 3/15/40	$ 2,500		$ 2,757
Vodafone Group PLC 5% 12/16/13	2,696		2,792
			9,202
TOTAL TELECOMMUNICATION SERVICES			68,796
UTILITIES - 0.9%
Electric Utilities - 0.5%
AmerenUE 6.4% 6/15/17	1,518		1,839
American Electric Power Co., Inc.:
1.65% 12/15/17	2,632		2,641
2.95% 12/15/22	2,492		2,483
Cleveland Electric Illuminating Co. 5.65% 12/15/13	7,959		8,247
Commonwealth Edison Co. 1.95% 9/1/16	220		228
Duke Capital LLC 5.668% 8/15/14	3,457		3,688
Duquesne Light Holdings, Inc.:
5.9% 12/1/21 (g)	5,539		6,562
6.4% 9/15/20 (g)	11,856		14,258
Edison International 3.75% 9/15/17	4,499		4,889
Entergy Louisiana LLC 1.875% 12/15/14	202		206
FirstEnergy Corp.:
2.75% 3/15/18	2,751		2,751
4.25% 3/15/23	7,800		7,794
7.375% 11/15/31	10,706		12,715
FirstEnergy Solutions Corp.:
4.8% 2/15/15	4,260		4,551
6.05% 8/15/21	12,120		14,427
LG&E and KU Energy LLC:
2.125% 11/15/15	5,251		5,380
3.75% 11/15/20	1,034		1,099
Nevada Power Co. 6.5% 8/1/18	2,642		3,302
NextEra Energy Capital Holdings, Inc. 1.611% 6/1/14	619		625
Pennsylvania Electric Co. 6.05% 9/1/17	618		722
Pepco Holdings, Inc. 2.7% 10/1/15	5,263		5,464
Progress Energy, Inc. 4.4% 1/15/21	405		451
Sierra Pacific Power Co. 5.45% 9/1/13	2,624		2,686
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
UTILITIES - continued
Electric Utilities - continued
Southern Co. 2.375% 9/15/15	$ 393		$ 408
West Penn Power Co. 5.95% 12/15/17 (g)	6,500		7,664
			115,080
Gas Utilities - 0.0%
Southern Natural Gas Co. 5.9% 4/1/17 (g)	357		417
Southern Natural Gas Co. / Southern Natural Issuing Corp. 4.4% 6/15/21	2,473		2,712
			3,129
Independent Power Producers & Energy Traders - 0.0%
PSEG Power LLC 2.75% 9/15/16	1,703		1,773
Multi-Utilities - 0.4%
Ameren Illinois Co. 6.125% 11/15/17	333		401
Dominion Resources, Inc.:
1.95% 8/15/16	246		254
2.611% 9/30/66 (k)	15,073		14,080
7.5% 6/30/66 (k)	5,485		6,089
MidAmerican Energy Holdings, Co. 6.5% 9/15/37	3,287		4,313
National Grid PLC 6.3% 8/1/16	973		1,131
NiSource Finance Corp.:
4.45% 12/1/21	2,934		3,215
5.25% 9/15/17	682		784
5.25% 2/15/43	6,481		6,879
5.4% 7/15/14	7,266		7,705
5.45% 9/15/20	980		1,149
5.8% 2/1/42	3,785		4,225
6.15% 3/1/13	2,221		2,221
6.4% 3/15/18	2,230		2,677
6.8% 1/15/19	4,065		4,973
Sempra Energy:
2% 3/15/14	2,355		2,385
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
UTILITIES - continued
Multi-Utilities - continued
Sempra Energy: - continued
2.875% 10/1/22	$ 6,192		$ 6,177
Wisconsin Energy Corp. 6.25% 5/15/67 (k)	4,882		5,299
			73,957
TOTAL UTILITIES			193,939
TOTAL NONCONVERTIBLE BONDS			1,925,154
TOTAL CORPORATE BONDS (Cost $1,809,333)		1,929,016
U.S. Treasury Obligations - 5.8%
U.S. Treasury Bills, yield at date of purchase 0.06% to 0.11% 4/18/13 (j)	9,650		9,649
U.S. Treasury Bonds 3.125% 2/15/43	116,367		117,131
U.S. Treasury Notes:
0.375% 1/15/16	216,378		216,632
0.375% 2/15/16	31,000		31,027
0.875% 1/31/18	377,417		379,717
1.25% 2/29/20	344,087		343,980
1.625% 11/15/22	93,650		91,733
1.75% 5/15/22 (p)	36,229		36,206
2% 2/15/23	13,778		13,922
TOTAL U.S. TREASURY OBLIGATIONS (Cost $1,233,404)		1,239,997
U.S. Government Agency - Mortgage Securities - 5.3%
Fannie Mae - 4.1%
2.5% 11/1/27	884		919
2.5% 3/1/28 (i)	31,000		32,199
2.5% 3/1/28 (i)	14,000		14,542
2.5% 3/1/28 (i)	15,000		15,580
2.5% 3/1/28 (i)	6,200		6,440
2.559% 6/1/36 (k)	175		187
2.944% 7/1/37 (k)	454		481
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Fannie Mae - continued
3% 4/1/27 to 11/1/27	$ 4,319		$ 4,559
3% 3/1/28 (i)	11,000		11,579
3% 3/1/28 (i)	3,600		3,790
3% 3/1/28 (i)	2,700		2,842
3.5% 1/1/21 to 11/1/42	16,751		17,758
3.5% 3/1/28 (i)	13,000		13,783
3.5% 3/1/28 (i)	3,800		4,029
3.5% 3/1/28 (i)	2,700		2,863
3.5% 7/1/42	121		128
3.5% 8/1/42	149		158
3.5% 8/1/42	118		125
4% 9/1/26 to 4/1/42	69,388		74,236
4% 3/1/28 (i)	18,500		19,799
4% 3/1/28 (i)	7,100		7,598
4% 9/1/41	104		112
4% 3/1/43 (i)	52,200		55,650
4% 3/1/43 (i)	64,400		68,656
4% 3/1/43 (i)	23,600		25,160
4.5% 12/1/23 to 7/1/41	8,817		9,573
4.5% 3/1/43 (i)	86,900		93,557
4.5% 3/1/43 (i)	39,000		41,987
4.5% 3/1/43 (i)	29,900		32,190
5% 12/1/25 to 11/1/28	66		72
5% 3/1/43 (i)	45,000		48,730
5% 3/1/43 (i)	20,000		21,658
5% 3/1/43 (i)	3,500		3,790
5% 3/1/43 (i)	14,900		16,135
5.5% 9/1/24 to 3/1/40	49,064		53,722
5.5% 3/1/43 (i)	46,000		50,121
5.5% 3/1/43 (i)	5,200		5,666
5.5% 3/1/43 (i)	13,200		14,383
6% 6/1/35 to 4/1/40	18,982		20,929
6% 3/1/43 (i)	62,000		67,963
6% 3/1/43 (i)	16,100		17,648
6.5% 7/1/32 to 8/1/36	1,758		2,010
TOTAL FANNIE MAE			883,307
Freddie Mac - 0.6%
3.439% 10/1/35 (k)	253		272
3.5% 4/1/32 to 11/1/42	14,154		15,027
4% 6/1/24 to 11/1/41	11,489		12,398
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Freddie Mac - continued
4.5% 7/1/25 to 10/1/41	$ 37,891		$ 40,917
5% 3/1/19 to 9/1/40	24,561		26,622
5.5% 1/1/28 to 3/1/40	15,352		16,657
6% 7/1/37 to 8/1/37	817		895
6.5% 3/1/36	1,170		1,340
TOTAL FREDDIE MAC			114,128
Ginnie Mae - 0.6%
3% 12/20/42	10,252		10,750
3% 3/1/43 (i)	1,000		1,047
3.5% 11/15/41 to 3/15/42	1,776		1,928
4% 1/15/25 to 11/15/41	24,810		27,016
4% 3/1/43 (i)	4,600		5,002
4.5% 5/15/39 to 4/15/41	35,161		38,666
4.5% 3/1/43 (i)	5,900		6,448
5% 3/15/39 to 9/15/41	21,846		24,238
5.5% 12/15/31 to 1/15/39	1,120		1,234
6% 2/15/34 to 9/20/38	11,486		12,998
TOTAL GINNIE MAE			129,327
TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES (Cost $1,116,684)		1,126,762
Asset-Backed Securities - 0.2%
Accredited Mortgage Loan Trust Series 2005-1 Class M1, 0.6717% 4/25/35 (k)	869		805
ACE Securities Corp. Home Equity Loan Trust:
Series 2004-HE1 Class M2, 1.8517% 3/25/34 (k)	398		389
Series 2005-HE2 Class M2, 0.8767% 4/25/35 (k)	54		53
Ameriquest Mortgage Securities, Inc. pass-thru certificates:
Series 2003-10 Class M1, 0.9017% 12/25/33 (k)	79		72
Series 2004-R2 Class M3, 1.0267% 4/25/34 (k)	108		83
Series 2005-R2 Class M1, 0.6517% 4/25/35 (k)	2,266		2,210
Argent Securities, Inc. pass-thru certificates:
Series 2003-W7 Class A2, 0.9817% 3/25/34 (k)	53		45
Series 2004-W11 Class M2, 1.2517% 11/25/34 (k)	616		563
Series 2004-W7 Class M1, 1.0267% 5/25/34 (k)	1,600		1,498
Series 2006-W4 Class A2C, 0.3617% 5/25/36 (k)	1,395		492
Asset-Backed Securities - continued
	Principal Amount (000s)		Value (000s)
Asset Backed Securities Corp. Home Equity Loan Trust:
Series 2004-HE2 Class M1, 1.0267% 4/25/34 (k)	$ 2,452		$ 2,270
Series 2006-HE2 Class M1, 0.5717% 3/25/36 (k)	52		1
Capital Trust Ltd. Series 2004-1:
Class A2, 0.6507% 7/20/39 (g)(k)	61		55
Class B, 0.9507% 7/20/39 (g)(k)	290		132
Class C, 1.3007% 7/20/39 (g)(k)	372		0 *
Carrington Mortgage Loan Trust Series 2007-RFC1 Class A3, 0.3417% 12/25/36 (k)	1,978		1,020
Countrywide Asset-Backed Certificates Trust Series 2007-4 Class A1A, 0.3237% 9/25/37 (k)	45		45
Countrywide Home Loans, Inc.:
Series 2004-3 Class M4, 1.6567% 4/25/34 (k)	175		83
Series 2004-4 Class M2, 0.9967% 6/25/34 (k)	645		572
Fannie Mae Series 2004-T5 Class AB3, 1.0332% 5/28/35 (k)	43		33
Fieldstone Mortgage Investment Corp. Series 2004-3 Class M5, 2.3767% 8/25/34 (k)	319		233
First Franklin Mortgage Loan Trust:
Series 2004-FF2 Class M3, 1.0267% 3/25/34 (k)	23		16
Series 2006-FF14 Class A2, 0.2617% 10/25/36 (k)	136		136
Fremont Home Loan Trust Series 2005-A:
Class M3, 0.9367% 1/25/35 (k)	1,041		444
Class M4, 1.2217% 1/25/35 (k)	399		47
GCO Education Loan Funding Master Trust II Series 2007-1A Class C1L, 0.6681% 2/25/47 (g)(k)	3,122		2,125
GE Business Loan Trust:
Series 2003-1 Class A, 0.6312% 4/15/31 (g)(k)	169		161
Series 2006-2A:
Class A, 0.3812% 11/15/34 (g)(k)	1,289		1,190
Class B, 0.4812% 11/15/34 (g)(k)	465		395
Class C, 0.5812% 11/15/34 (g)(k)	773		557
Class D, 0.9512% 11/15/34 (g)(k)	294		197
Guggenheim Structured Real Estate Funding Ltd. Series 2006-3 Class C, 0.7517% 9/25/46 (g)(k)	1,490		1,472
Home Equity Asset Trust:
Series 2003-2 Class M1, 1.5217% 8/25/33 (k)	359		350
Series 2003-3 Class M1, 1.4917% 8/25/33 (k)	699		643
Series 2003-5 Class A2, 0.9017% 12/25/33 (k)	36		30
HSI Asset Securitization Corp. Trust Series 2007-HE1 Class 2A3, 0.3917% 1/25/37 (k)	1,642		799
JPMorgan Mortgage Acquisition Trust:
Series 2006-NC2 Class M2, 0.5017% 7/25/36 (k)	3,185		53
Asset-Backed Securities - continued
	Principal Amount (000s)		Value (000s)
JPMorgan Mortgage Acquisition Trust: - continued
Series 2007-CH1 Class AV4, 0.3317% 11/25/36 (k)	$ 1,641		$ 1,589
Keycorp Student Loan Trust:
Series 1999-A Class A2, 0.64% 12/27/29 (k)	491		469
Series 2006-A Class 2C, 1.46% 3/27/42 (k)	2,909		141
MASTR Asset Backed Securities Trust Series 2007-HE1 Class M1, 0.5017% 5/25/37 (k)	730		8
Meritage Mortgage Loan Trust Series 2004-1 Class M1, 0.9517% 7/25/34 (k)	154		125
Merrill Lynch Mortgage Investors Trust:
Series 2003-OPT1 Class M1, 1.1767% 7/25/34 (k)	506		438
Series 2006-FM1 Class A2B, 0.3117% 4/25/37 (k)	1,248		1,045
Series 2006-OPT1 Class A1A, 0.4617% 6/25/35 (k)	2,831		2,526
Morgan Stanley ABS Capital I Trust:
Series 2004-HE6 Class A2, 0.5417% 8/25/34 (k)	63		55
Series 2005-NC1 Class M1, 0.6417% 1/25/35 (k)	439		400
Series 2005-NC2 Class B1, 1.3717% 3/25/35 (k)	457		19
New Century Home Equity Loan Trust Series 2005-4 Class M2, 0.7117% 9/25/35 (k)	1,566		1,283
Ocala Funding LLC:
Series 2005-1A Class A, 1.7007% 3/20/10 (d)(g)(k)	621		0
Series 2006-1A Class A, 1.6007% 3/20/11 (d)(g)(k)	1,290		0
Park Place Securities, Inc.:
Series 2004-WCW1:
Class M3, 1.4517% 9/25/34 (k)	585		468
Class M4, 1.6517% 9/25/34 (k)	750		220
Series 2005-WCH1 Class M4, 1.0317% 1/25/36 (k)	1,620		1,316
Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 1.0017% 4/25/33 (k)	6		5
Saxon Asset Securities Trust Series 2004-1 Class M1, 0.9967% 3/25/35 (k)	1,309		1,087
Sierra Receivables Funding Co. Series 2007-1A Class A2, 0.3547% 3/20/19 (FGIC Insured) (g)(k)	343		341
SLM Private Credit Student Loan Trust Series 2004-A Class C, 1.258% 6/15/33 (k)	1,385		947
Structured Asset Investment Loan Trust Series 2004-8 Class M5, 1.9267% 9/25/34 (k)	63		26
SVO VOI Mortgage Corp. Series 2006-AA Class A, 5.28% 2/20/24 (g)	390		397
Terwin Mortgage Trust Series 2003-4HE Class A1, 1.0617% 9/25/34 (k)	32		29
Asset-Backed Securities - continued
	Principal Amount (000s)		Value (000s)
Trapeza CDO XII Ltd./Trapeza CDO XII, Inc. Series 2007-12A Class B, 0.865% 4/6/42 (g)(k)	$ 2,188		$ 27
Whinstone Capital Management Ltd. Series 1A Class B3, 2.101% 10/25/44 (g)(k)	1,964		1,719
TOTAL ASSET-BACKED SECURITIES (Cost $26,188)		33,949
Collateralized Mortgage Obligations - 0.3%
Private Sponsor - 0.2%
Bear Stearns ALT-A Trust floater Series 2005-1 Class A1, 0.7617% 1/25/35 (k)	1,831		1,756
First Horizon Mortgage pass-thru Trust Series 2004-AR5 Class 2A1, 2.6313% 10/25/34 (k)	1,108		1,153
Granite Master Issuer PLC:
floater:
Series 2006-1A Class A5, 0.3407% 12/20/54 (g)(k)	6,041		5,920
Series 2006-3 Class M2, 0.7607% 12/20/54 (k)	5,460		4,887
Series 2006-4:
Class B1, 0.3807% 12/20/54 (k)	4,556		4,251
Class M1, 0.5407% 12/20/54 (k)	1,198		1,072
Series 2007-1:
Class 1B1, 0.3407% 12/20/54 (k)	4,650		4,338
Class 1M1, 0.5007% 12/20/54 (k)	1,611		1,442
Class 2M1, 0.7007% 12/20/54 (k)	2,067		1,850
Series 2007-2 Class 2C1, 1.0622% 12/17/54 (k)	2,864		2,437
sequential payer Series 2006-3 Class B2, 0.5407% 12/20/54 (k)	5,461		5,095
Granite Mortgages PLC floater Series 2003-3 Class 1C, 2.752% 1/20/44 (k)	472		454
JPMorgan Mortgage Trust sequential payer Series 2006-A5 Class 3A5, 5.5367% 8/25/36 (k)	1,741		1,418
MASTR Adjustable Rate Mortgages Trust Series 2007-3 Class 22A2, 0.4117% 5/25/47 (k)	745		544
Merrill Lynch Alternative Note Asset Trust floater Series 2007-OAR1 Class A1, 0.3717% 2/25/37 (k)	1,368		1,181
Opteum Mortgage Acceptance Corp. floater Series 2005-3 Class APT, 0.4917% 7/25/35 (k)	1,916		1,842
RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B:
Class B5, 2.5492% 7/10/35 (g)(k)	959		844
Class B6, 3.0492% 7/10/35 (g)(k)	204		176
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (000s)
Private Sponsor - continued
Residential Funding Securities Corp. floater Series 2003-RP2 Class A1, 0.6517% 6/25/33 (g)(k)	$ 129		$ 125
Sequoia Mortgage Trust floater Series 2004-6 Class A3B, 1.3885% 7/20/34 (k)	35		33
Structured Asset Securities Corp. Series 2003-15A Class 4A, 4.7816% 4/25/33 (k)	262		260
TBW Mortgage-Backed pass-thru certificates floater Series 2006-4 Class A3, 0.4017% 9/25/36 (k)	3,095		2,838
TOTAL PRIVATE SPONSOR			43,916
U.S. Government Agency - 0.1%
Fannie Mae floater Series 2013-9 Class FA 0.5517% 3/25/42 (k)	18,280		18,299
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $47,972)		62,215
Commercial Mortgage Securities - 2.4%
Asset Securitization Corp. Series 1997-D5 Class PS1, 1.4302% 2/14/43 (k)(m)	564		19
Banc of America Commercial Mortgage Trust:
sequential payer:
Series 2004-2 Class A4, 4.153% 11/10/38	1,321		1,332
Series 2005-1 Class A3, 4.877% 11/10/42	205		206
Series 2006-2 Class AAB, 5.7141% 5/10/45 (k)	892		938
Series 2006-5:
Class A2, 5.317% 9/10/47	3,719		3,718
Class A3, 5.39% 9/10/47	1,832		1,927
Series 2006-6 Class A3, 5.369% 10/10/45	2,628		2,847
Series 2007-4 Class A3, 5.806% 2/10/51 (k)	882		928
Series 2001-3 Class H, 6.562% 4/11/37 (g)	735		739
Series 2005-3 Class A3B, 5.09% 7/10/43 (k)	4,082		4,269
Series 2006-6 Class E, 5.619% 10/10/45 (g)	759		73
Series 2007-3:
Class A3, 5.5925% 6/10/49 (k)	2,194		2,194
Class A4, 5.5925% 6/10/49 (k)	2,739		3,149
Banc of America Commercial Mortgage, Inc. sequential payer Series 2001-1 Class A4, 5.451% 1/15/49	2,878		3,285
Banc of America Large Loan, Inc. floater Series 2006-BIX1 Class G, 0.5312% 10/15/19 (g)(k)	454		450
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Bayview Commercial Asset Trust:
floater:
Series 2003-2 Class M1, 1.0517% 12/25/33 (g)(k)	$ 59		$ 43
Series 2005-3A:
Class A2, 0.6017% 11/25/35 (g)(k)	495		414
Class M1, 0.6417% 11/25/35 (g)(k)	65		42
Class M2, 0.6917% 11/25/35 (g)(k)	82		53
Class M3, 0.7117% 11/25/35 (g)(k)	74		46
Class M4, 0.8017% 11/25/35 (g)(k)	92		45
Series 2005-4A:
Class A2, 0.5917% 1/25/36 (g)(k)	1,300		1,026
Class B1, 1.6017% 1/25/36 (g)(k)	112		17
Class M1, 0.6517% 1/25/36 (g)(k)	419		233
Class M2, 0.6717% 1/25/36 (g)(k)	126		66
Class M3, 0.7017% 1/25/36 (g)(k)	184		95
Class M4, 0.8117% 1/25/36 (g)(k)	102		49
Class M5, 0.8517% 1/25/36 (g)(k)	102		36
Class M6, 0.9017% 1/25/36 (g)(k)	108		29
Series 2006-1:
Class A2, 0.5617% 4/25/36 (g)(k)	201		163
Class M1, 0.5817% 4/25/36 (g)(k)	72		46
Class M2, 0.6017% 4/25/36 (g)(k)	76		47
Class M3, 0.6217% 4/25/36 (g)(k)	66		39
Class M4, 0.7217% 4/25/36 (g)(k)	37		21
Class M5, 0.7617% 4/25/36 (g)(k)	36		20
Class M6, 0.8417% 4/25/36 (g)(k)	72		30
Series 2006-2A:
Class A1, 0.4317% 7/25/36 (g)(k)	3,025		2,371
Class A2, 0.4817% 7/25/36 (g)(k)	180		141
Class B1, 1.0717% 7/25/36 (g)(k)	67		12
Class M1, 0.5117% 7/25/36 (g)(k)	189		90
Class M2, 0.5317% 7/25/36 (g)(k)	133		60
Class M3, 0.5517% 7/25/36 (g)(k)	110		47
Class M4, 0.6217% 7/25/36 (g)(k)	75		18
Class M5, 0.6717% 7/25/36 (g)(k)	92		21
Class M6, 0.7417% 7/25/36 (g)(k)	137		29
Series 2006-3A:
Class M4, 0.6317% 10/25/36 (g)(k)	150		23
Class M5, 0.6817% 10/25/36 (g)(k)	178		9
Series 2006-4A:
Class A2, 0.4717% 12/25/36 (g)(k)	3,775		2,312
Class M1, 0.4917% 12/25/36 (g)(k)	251		88
Class M2, 0.5117% 12/25/36 (g)(k)	167		45
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Bayview Commercial Asset Trust: - continued
Series 2006-4A:
Class M3, 0.5417% 12/25/36 (g)(k)	$ 169		$ 42
Class M6, 0.7217% 12/25/36 (g)(k)	129		4
Series 2007-1 Class A2, 0.4717% 3/25/37 (g)(k)	769		445
Series 2007-2A:
Class A1, 0.4717% 7/25/37 (g)(k)	748		524
Class A2, 0.5217% 7/25/37 (g)(k)	701		342
Class M1, 0.5717% 7/25/37 (g)(k)	245		67
Class M2, 0.6117% 7/25/37 (g)(k)	135		23
Class M3, 0.6917% 7/25/37 (g)(k)	136		14
Class M4, 0.8517% 7/25/37 (g)(k)	269		17
Class M5, 0.9517% 7/25/37 (g)(k)	237		11
Class M6, 1.2017% 7/25/37 (g)(k)	156		1
Series 2007-3:
Class A2, 0.4917% 7/25/37 (g)(k)	769		400
Class B1, 1.1517% 7/25/37 (g)(k)	171		13
Class B2, 1.8017% 7/25/37 (g)(k)	73		4
Class M1, 0.5117% 7/25/37 (g)(k)	153		52
Class M2, 0.5417% 7/25/37 (g)(k)	163		46
Class M3, 0.5717% 7/25/37 (g)(k)	257		56
Class M4, 0.7017% 7/25/37 (g)(k)	404		68
Class M5, 0.8017% 7/25/37 (g)(k)	212		30
Class M6, 1.0017% 7/25/37 (g)(k)	161		19
Series 2007-4A:
Class M1, 1.1517% 9/25/37 (g)(k)	285		26
Class M2, 1.2517% 9/25/37 (g)(k)	285		22
Class M4, 1.8017% 9/25/37 (g)(k)	723		35
Class M5, 1.9517% 9/25/37 (g)(k)	460		15
Series 2004-1, Class IO, 1.25% 4/25/34 (g)(m)	2,051		79
Series 2006-3A, Class IO, 3.8903% 10/25/36 (g)(k)(m)	25,536		543
Series 2007-5A, Class IO, 4.186% 10/25/37 (g)(k)(m)	5,255		438
Bear Stearns Commercial Mortgage Securities Trust:
floater:
Series 2006-BBA7:
Class H, 0.8512% 3/15/19 (g)(k)	409		405
Class J, 1.0512% 3/15/19 (g)(k)	447		425
Series 2007-BBA8:
Class D, 0.4512% 3/15/22 (g)(k)	653		617
Class E, 0.5012% 3/15/22 (g)(k)	3,391		3,134
Class F, 0.5512% 3/15/22 (g)(k)	2,081		1,882
Class G, 0.6012% 3/15/22 (g)(k)	534		472
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Bear Stearns Commercial Mortgage Securities Trust: - continued
Series 2007-BBA8:
Class H, 0.7512% 3/15/22 (g)(k)	$ 653		$ 565
Class J, 0.9012% 3/15/22 (g)(k)	653		548
sequential payer:
Series 2004-PWR3 Class A3, 4.487% 2/11/41	39		39
Series 2007-PW15 Class AAB, 5.315% 2/11/44	2,930		3,026
Series 2007-PW16:
Class A4, 5.7166% 6/11/40 (k)	769		897
Class AAB, 5.7166% 6/11/40 (k)	5,515		5,834
Series 2007-PW18:
Class A2, 5.613% 6/11/50	128		130
Class A4, 5.7% 6/11/50	5,820		6,816
Series 2006-PW13 Class A3, 5.518% 9/11/41	4,638		4,733
Series 2006-PW14 Class X2, 0.6687% 12/11/38 (g)(k)(m)	12,399		69
Series 2006-T22 Class A4, 5.5728% 4/12/38 (k)	164		184
Series 2006-T24 Class X2, 0.4454% 10/12/41 (g)(k)(m)	2,945		10
Series 2007-PW18 Class X2, 0.3087% 6/11/50 (g)(k)(m)	85,021		731
Series 2007-T28 Class X2, 0.1575% 9/11/42 (g)(k)(m)	46,342		214
C-BASS Trust floater Series 2006-SC1 Class A, 0.4717% 5/25/36 (g)(k)	711		663
CDC Commercial Mortgage Trust Series 2002-FX1:
Class G, 6.625% 5/15/35 (g)	1,544		1,609
Class XCL, 1.3266% 5/15/35 (g)(k)(m)	5,188		81
Citigroup Commercial Mortgage Trust:
floater Series 2006-FL2 Class H, 0.5712% 8/15/21 (g)(k)	108		103
Series 2007-C6:
Class A2, 5.7016% 12/10/49 (k)	35		35
Class A4, 5.7016% 12/10/49 (k)	4,371		5,105
Series 2008-C7 Class A2B, 6.0632% 12/10/49 (k)	784		791
Citigroup/Deutsche Bank Commercial Mortgage Trust:
sequential payer Series 2007-CD4 Class A4, 5.322% 12/11/49	16,063		18,211
Series 2007-CD4 Class A3, 5.293% 12/11/49	1,279		1,322
Cobalt CMBS Commercial Mortgage Trust:
sequential payer Series 2007-C3 Class A3, 5.8027% 5/15/46 (k)	1,314		1,400
Series 2006-C1 Class B, 5.359% 8/15/48	3,942		448
Series 2007-C2 Class B, 5.617% 4/15/47 (k)	1,468		654
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
COMM pass-thru certificates:
floater:
Series 2001-J2A Class A2F, 0.7022% 7/16/34 (g)(k)	$ 1		$ 1
Series 2005-F10A Class J, 1.0512% 4/15/17 (g)(k)	139		124
Series 2005-FL11:
Class C, 0.5012% 11/15/17 (g)(k)	807		766
Class D, 0.5412% 11/15/17 (g)(k)	42		39
Class E, 0.5912% 11/15/17 (g)(k)	149		137
Class F, 0.6512% 11/15/17 (g)(k)	164		149
Class G, 0.7012% 11/15/17 (g)(k)	114		101
Series 2006-CN2A:
Class A2FL, 0.4192% 2/5/19 (g)(k)	1,418		1,408
Class AJFL, 0.4592% 2/5/19 (k)	890		876
Series 2006-FL12 Class AJ, 0.3312% 12/15/20 (g)(k)	1,872		1,794
sequential payer:
Series 2006-C8 Class A3, 5.31% 12/10/46	3,744		3,840
Series 2006-CN2A:
Class A2FX, 5.449% 2/5/19 (g)	1,674		1,683
Class AJFX, 5.478% 2/5/19 (g)	4,140		4,154
Series 2007-C9 Class A4, 5.8001% 12/10/49 (k)	2,907		3,413
Series 2006-C8 Class XP, 0.4673% 12/10/46 (k)(m)	15,685		63
Credit Suisse Commercial Mortgage Trust:
sequential payer:
Series 2006-C4 Class A3, 5.467% 9/15/39	1,596		1,799
Series 2007-C2 Class A2, 5.448% 1/15/49 (k)	441		444
Series 2007-C3 Class A4, 5.6803% 6/15/39 (k)	790		908
Series 2006-C4 Class AAB, 5.439% 9/15/39	2,076		2,103
Series 2006-C5 Class ASP, 0.6649% 12/15/39 (k)(m)	9,772		57
Series 2007-C5 Class A4, 5.695% 9/15/40 (k)	1,189		1,352
Credit Suisse First Boston Mortgage Capital Certificates floater Series 2007-TF2A Class B, 0.5512% 4/15/22 (g)(k)	4,688		4,115
Credit Suisse First Boston Mortgage Securities Corp.:
sequential payer Series 2004-C1 Class A4, 4.75% 1/15/37	559		572
Series 2001-CK6 Class AX, 1.0608% 8/15/36 (k)(m)	279		0 *
Series 2001-CKN5 Class AX, 1.5108% 9/15/34 (g)(k)(m)	1,169		2
Series 2006-C1 Class A3, 5.4088% 2/15/39 (k)	3,990		4,026
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Credit Suisse Mortgage Capital Certificates:
floater Series 2007-TFL1:
Class B, 0.3512% 2/15/22 (g)(k)	$ 497		$ 482
Class C:
0.3712% 2/15/22 (g)(k)	2,047		1,923
0.4712% 2/15/22 (g)(k)	731		685
Class F, 0.5212% 2/15/22 (g)(k)	1,462		1,369
Series 2007-C1:
Class ASP, 0.381% 2/15/40 (k)(m)	19,061		70
Class B, 5.487% 2/15/40 (g)(k)	2,009		290
Extended Stay America Trust floater Series 2013-ESFL:
Class A1FL, 1.008% 12/5/31 (g)(k)	1,420		1,420
Class A2FL, 0.908% 12/5/31 (g)(k)	1,520		1,522
Class BFL, 1.558% 12/5/31 (g)(k)	5,610		5,617
Class CFL, 1.708% 12/5/31 (g)(k)	3,980		3,985
GE Capital Commercial Mortgage Corp.:
sequential payer Series 2007-C1 Class A4, 5.543% 12/10/49	8,890		10,087
Series 2001-1 Class X1, 1.8773% 5/15/33 (g)(k)(m)	608		9
Series 2007-C1 Class XP, 0.1604% 12/10/49 (k)(m)	19,567		43
Greenwich Capital Commercial Funding Corp.:
floater Series 2006-FL4 Class B, 0.3892% 11/5/21 (g)(k)	494		475
sequential payer:
Series 2007-GG11 Class A2, 5.597% 12/10/49	1,656		1,677
Series 2007-GG9 Class A4, 5.444% 3/10/39	33,895		38,618
Series 2007-GG11 Class A1, 0.2381% 12/10/49 (g)(k)(m)	21,002		103
GS Mortgage Securities Corp. II:
floater:
Series 2006-FL8A:
Class E, 0.5777% 6/6/20 (g)(k)	237		237
Class F, 0.6477% 6/6/20 (g)(k)	916		913
Series 2007-EOP:
Class A2, 1.2601% 3/6/20 (g)(k)	2,770		2,775
Class C, 2.0056% 3/6/20 (g)(k)	7,500		7,536
Class D, 2.2018% 3/6/20 (g)(k)	3,090		3,105
Class F, 2.6334% 3/6/20 (g)(k)	136		137
Class G, 2.7903% 3/6/20 (g)(k)	67		67
Class H, 3.3004% 3/6/20 (g)(k)	62		62
Class J, 4.0852% 3/6/20 (g)(k)	85		86
Series 2006-GG6 Class A2, 5.506% 4/10/38	2,878		2,981
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
GS Mortgage Securities Trust sequential payer:
Series 2006-GG8 Class A2, 5.479% 11/10/39	$ 300		$ 304
Series 2007-GG10 Class A2, 5.778% 8/10/45	285		289
JPMorgan Chase Commercial Mortgage Securities Trust:
floater Series 2006-FLA2:
Class B, 0.3712% 11/15/18 (g)(k)	649		630
Class C, 0.4112% 11/15/18 (g)(k)	461		445
Class D, 0.4312% 11/15/18 (g)(k)	205		194
Class E, 0.4812% 11/15/18 (g)(k)	294		272
Class F, 0.5312% 11/15/18 (g)(k)	442		391
Class G, 0.5612% 11/15/18 (g)(k)	383		324
Class H, 0.7012% 11/15/18 (g)(k)	294		237
sequential payer:
Series 2006-CB14 Class A3B, 5.4965% 12/12/44 (k)	2,049		2,086
Series 2006-LDP8 Class A4, 5.399% 5/15/45	837		949
Series 2006-LDP9:
Class A2, 5.134% 5/15/47 (k)	367		384
Class A3, 5.336% 5/15/47	11,253		12,702
Series 2007-CB19 Class A4, 5.7259% 2/12/49 (k)	4,608		5,299
Series 2007-LD11:
Class A2, 5.7974% 6/15/49 (k)	1,986		2,048
Class A4, 5.8124% 6/15/49 (k)	31,575		36,279
Series 2007-LDPX:
Class A2 S, 5.305% 1/15/49	1,298		1,313
Class A3, 5.42% 1/15/49	18,477		21,092
Series 2005-LDP3 Class A3, 4.959% 8/15/42	1,714		1,720
Series 2006-CB17 Class A3, 5.45% 12/12/43	250		250
Series 2007-CB18 Class A3, 5.447% 6/12/47 (k)	893		919
Series 2007-CB19:
Class B, 5.7259% 2/12/49 (k)	112		40
Class C, 5.7259% 2/12/49 (k)	294		81
Class D, 5.7259% 2/12/49 (k)	309		52
Series 2007-LDP10:
Class CS, 5.466% 1/15/49 (k)	108		8
Class ES, 5.562% 1/15/49 (g)(k)	679		26
LB Commercial Conduit Mortgage Trust sequential payer Series 2007-C3 Class A4, 5.8939% 7/15/44 (k)	1,054		1,226
LB-UBS Commercial Mortgage Trust:
sequential payer:
Series 2006-C1 Class A2, 5.084% 2/15/31	17		17
Series 2006-C6:
Class A2, 5.262% 9/15/39 (k)	22		22
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
LB-UBS Commercial Mortgage Trust: - continued
Series 2006-C6:
Class A4, 5.372% 9/15/39	$ 591		$ 672
Series 2006-C7 Class A2, 5.3% 11/15/38	757		798
Series 2007-C1 Class A4, 5.424% 2/15/40	4,069		4,656
Series 2007-C2 Class A3, 5.43% 2/15/40	2,923		3,303
Series 2006-C6 Class XCP, 0.6751% 9/15/39 (k)(m)	5,045		20
Series 2007-C1 Class XCP, 0.4249% 2/15/40 (k)(m)	1,795		8
Series 2007-C6 Class A4, 5.858% 7/15/40 (k)	1,642		1,902
Series 2007-C7 Class XCP, 0.2757% 9/15/45 (k)(m)	82,418		425
Lehman Brothers Floating Rate Commercial Mortgage Trust floater Series 2006-LLFA:
Class D, 0.4312% 9/15/21 (g)(k)	421		407
Class E, 0.4912% 9/15/21 (g)(k)	1,518		1,454
Class F, 0.5412% 9/15/21 (g)(k)	1,255		1,189
Class G, 0.5612% 9/15/21 (g)(k)	2,478		2,325
Class H, 0.6012% 9/15/21 (g)(k)	639		587
Merrill Lynch Mortgage Trust:
Series 2005-LC1 Class F, 5.4232% 1/12/44 (g)(k)	1,143		810
Series 2006-C1 Class A2, 5.683% 5/12/39 (k)	519		522
Series 2007-C1 Class A4, 5.8505% 6/12/50 (k)	4,974		5,754
Series 2008-C1 Class A4, 5.69% 2/12/51	2,805		3,274
Merrill Lynch-CFC Commercial Mortgage Trust:
floater Series 2006-4 Class A2FL, 0.3202% 12/12/49 (k)	76		75
sequential payer:
Series 2006-4 Class ASB, 5.133% 12/12/49 (k)	842		881
Series 2007-5:
Class A3, 5.364% 8/12/48	510		520
Class A4, 5.378% 8/12/48	5,740		6,504
Class B, 5.479% 8/12/48	3,942		1,086
Series 2007-6 Class A4, 5.485% 3/12/51 (k)	10,897		12,396
Series 2007-7 Class A4, 5.7411% 6/12/50 (k)	4,599		5,269
Series 2006-3 Class ASB, 5.382% 7/12/46 (k)	3,892		4,000
Series 2006-4 Class XP, 0.6175% 12/12/49 (k)(m)	19,433		220
Series 2007-6 Class B, 5.635% 3/12/51 (k)	1,314		318
Series 2007-7 Class B, 5.7411% 6/12/50 (k)	114		6
Series 2007-8 Class A3, 5.9357% 8/12/49 (k)	1,133		1,315
Morgan Stanley Capital I Trust:
floater:
Series 2006-XLF Class C, 1.402% 7/15/19 (g)(k)	393		158
Series 2007-XLFA:
Class C, 0.362% 10/15/20 (g)(k)	754		711
Class D, 0.392% 10/15/20 (g)(k)	732		676
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Morgan Stanley Capital I Trust: - continued
Series 2007-XLFA:
Class E, 0.452% 10/15/20 (g)(k)	$ 916		$ 818
Class F, 0.502% 10/15/20 (g)(k)	550		475
Class G, 0.542% 10/15/20 (g)(k)	680		553
Class H, 0.632% 10/15/20 (g)(k)	428		292
Class J, 0.782% 10/15/20 (g)(k)	247		87
sequential payer:
Series 2005-IQ9 Class A3, 4.54% 7/15/56	1,131		1,139
Series 2007-HQ11 Class A31, 5.439% 2/12/44 (k)	666		690
Series 2006-IQ11:
Class A3, 5.657% 10/15/42 (k)	226		228
Class A4, 5.693% 10/15/42 (k)	394		439
Series 2006-T23 Class A3, 5.815% 8/12/41 (k)	671		696
Series 2007-IQ14:
Class A4, 5.692% 4/15/49 (k)	10,971		12,580
Class AAB, 5.654% 4/15/49	3,011		3,237
Class B, 5.7489% 4/15/49 (k)	323		97
Salomon Brothers Mortgage Securities VII, Inc. Series 2006-C2 Class H, 6.308% 7/18/33 (g)	185		67
Wachovia Bank Commercial Mortgage Trust:
floater:
Series 2006-WL7A:
Class E, 0.4812% 9/15/21 (g)(k)	1,791		1,679
Class F, 0.5412% 9/15/21 (g)(k)	2,061		1,916
Class G, 0.5612% 9/15/21 (g)(k)	1,953		1,771
Class J, 0.8012% 9/15/21 (g)(k)	434		329
Series 2007-WHL8:
Class F, 0.6812% 6/15/20 (g)(k)	4,581		4,042
Class LXR1, 0.9012% 6/15/20 (g)(k)	162		141
sequential payer:
Series 2003-C7 Class A1, 4.241% 10/15/35 (g)	5		5
Series 2003-C8 Class A3, 4.445% 11/15/35	1,387		1,398
Series 2006-C29 Class A3, 5.313% 11/15/48	3,485		3,578
Series 2007-C30:
Class A3, 5.246% 12/15/43	358		364
Class A4, 5.305% 12/15/43	386		423
Class A5, 5.342% 12/15/43	17,206		19,417
Series 2007-C31 Class A4, 5.509% 4/15/47	37,690		42,728
Series 2007-C33:
Class A4, 5.9245% 2/15/51 (k)	23,525		27,152
Class A5, 5.9245% 2/15/51 (k)	870		1,004
Series 2003-C6 Class G, 5.125% 8/15/35 (g)(k)	624		629
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Wachovia Bank Commercial Mortgage Trust: - continued
Series 2005-C19 Class B, 4.892% 5/15/44	$ 1,314		$ 1,388
Series 2005-C22:
Class B, 5.3875% 12/15/44 (k)	2,914		1,997
Class F, 5.3875% 12/15/44 (g)(k)	2,191		610
Series 2006-C23 Class A5, 5.416% 1/15/45 (k)	7,210		8,067
Series 2007-C30:
Class C, 5.483% 12/15/43 (k)	3,942		2,120
Class D, 5.513% 12/15/43 (k)	2,102		838
Class XP, 0.4747% 12/15/43 (g)(k)(m)	11,004		57
Series 2007-C31 Class C, 5.6823% 4/15/47 (k)	361		209
Series 2007-C31A Class A2, 5.421% 4/15/47	6,300		6,336
Series 2007-C32:
Class D, 5.7388% 6/15/49 (k)	987		265
Class E, 5.7388% 6/15/49 (k)	1,556		387
TOTAL COMMERCIAL MORTGAGE SECURITIES (Cost $449,438)		520,677
Municipal Securities - 0.7%
Beaver County Indl. Dev. Auth. Poll. Cont. Rev. Bonds (FirstEnergy Nuclear Generation Corp. Proj.) Series 2005 A, 3.375%, tender 7/1/15 (k)	2,300		2,391
California Gen. Oblig.:
Series 2009, 7.35% 11/1/39	1,255		1,764
7.3% 10/1/39	10,620		14,836
7.5% 4/1/34	8,780		12,257
7.55% 4/1/39	8,705		12,659
7.6% 11/1/40	16,260		24,001
7.625% 3/1/40	2,920		4,259
Chicago Gen. Oblig. (Taxable Proj.) Series 2010 C1, 7.781% 1/1/35	5,595		7,279
Illinois Gen. Oblig.:
Series 2003, 5.1% 6/1/33	25,880		25,512
Series 2010, 4.421% 1/1/15	5,980		6,304
Series 2010-1, 6.63% 2/1/35	17,960		20,382
Series 2010-3:
6.725% 4/1/35	8,580		9,832
7.35% 7/1/35	4,025		4,873
Municipal Securities - continued
	Principal Amount (000s)		Value (000s)
Illinois Gen. Oblig.: - continued
Series 2011:
5.665% 3/1/18	$ 5,045		$ 5,769
5.877% 3/1/19	7,055		8,103
TOTAL MUNICIPAL SECURITIES (Cost $151,785)		160,221
Foreign Government and Government Agency Obligations - 0.3%
Italian Republic:
3.125% 1/26/15	10,287		10,483
4.5% 1/21/15	7,717		8,058
4.75% 1/25/16	7,716		8,130
5.375% 6/12/17	4,630		5,029
6.875% 9/27/23	23,617		27,124
Russian Federation 3.25% 4/4/17 (g)	800		841
United Mexican States 4.75% 3/8/44	6,152		6,453
TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $66,238)		66,118
Bank Notes - 0.0%
Wachovia Bank NA 6% 11/15/17 (Cost $9,271)	8,083		9,710

Preferred Securities - 0.0%
FINANCIALS - 0.0%
Diversified Financial Services - 0.0%
MUFG Capital Finance 1 Ltd. 6.346% (h)(k)	1,204		1,329
TOTAL PREFERRED SECURITIES (Cost $1,359)		1,329
Fixed-Income Funds - 10.4%
	Shares
Fidelity High Income Central Fund 2 (l)	5,563,929		652,426
Fidelity Mortgage Backed Securities Central Fund (l)	14,501,623		1,581,982
TOTAL FIXED-INCOME FUNDS (Cost $2,065,172)		2,234,408
Money Market Funds - 4.3%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.16% (b)	854,342,694		$ 854,343
Fidelity Securities Lending Cash Central Fund, 0.16% (b)(c)	69,433,425		69,433
TOTAL MONEY MARKET FUNDS (Cost $923,776)		923,776
Cash Equivalents - 0.0%
	Maturity Amount (000s)
Investments in repurchase agreements in a joint trading account at 0.16%, dated 2/28/13 due 3/1/13 (Collateralized by U.S. Treasury Obligations) # (Cost $2,638)	$ 2,638		2,638
TOTAL INVESTMENT PORTFOLIO - 103.7% (Cost $18,928,456)		22,267,187
NET OTHER ASSETS (LIABILITIES) - (3.7)%		(800,137)
NET ASSETS - 100%		$ 21,467,050
TBA Sale Commitments
	Principal Amount (000s)
Fannie Mae
2.5% 3/1/28	$ (16,700)		(17,346)
3% 3/1/43	(107,000)		(110,789)
3% 3/1/43	(13,600)		(14,082)
3.5% 3/1/43	(230,000)		(243,225)
3.5% 3/1/43	(5,900)		(6,239)
3.5% 3/1/43	(16,400)		(17,343)
4% 3/1/43	(38,000)		(40,512)
TOTAL FANNIE MAE			(449,536)
Freddie Mac
5% 3/1/43	(7,000)		(7,535)
TOTAL TBA SALE COMMITMENTS (Proceeds $454,543)		$ (457,071)

Futures Contracts
	Expiration Date	Underlying Face Amount at Value (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Purchased
Equity Index Contracts
2,617 CME E-mini S&P 500 Index Contracts	March 2013	$ 198,015	$ 7,627

The face value of futures purchased as a percentage of net assets is 0.9%

Swap Agreements
Credit Default Swaps
Underlying Reference	Rating(1)	Expiration Date	Counterparty	Fixed Payment Received/ (Paid)	Notional Amount (2)(000s)	Value (1)(000s)	Upfront Premium Received/ (Paid) (000s)	Unrealized Appreciation/(Depreciation)(000s)
Sell Protection
ABX AA 07-1 Index	C	Sep. 2037	Credit Suisse	0.15%	$ 3,791	$ (3,594)	$ 65	$ (3,529)
ABX AA 07-1 Index	C	Sep. 2037	JPMorgan Chase, Inc.	0.15%	3,087	(2,927)	58	(2,869)
ABX AA 07-1 Index	C	Sep. 2037	JPMorgan Chase, Inc.	0.15%	409	(387)	8	(379)
ABX AA 07-1 Index	C	Sep. 2037	Morgan Stanley, Inc.	0.15%	3,087	(2,927)	58	(2,869)
ABX AA 07-1 Index	C	Sep. 2037	UBS	0.15%	2,974	(2,819)	56	(2,763)
ABX AA 07-1 Index	C	Sep. 2037	UBS	0.15%	2,611	(2,475)	51	(2,424)
Ameriquest Mortgage Securities Inc Series 2004-R11 Class M9	C	Dec. 2034	Bank of America	2.5%	507	(469)	0	(469)
TOTAL CREDIT DEFAULT SWAPS						$ (15,598)	$ 296	$ (15,302)

(1) Ratings are presented for credit default swaps in which the Fund has sold protection on the underlying referenced debt. Ratings for an underlying index represent a weighted average of the ratings of all securities included in the index. The value of each credit default swap and the credit rating can be measures of the current payment/performance risk. Where a credit rating is not disclosed, the value is used as the measure of the payment/performance risk. Ratings are from Moody's Investors Service, Inc. Where Moody's ratings are not available, S&P ratings are disclosed and are indicated as such. All ratings are as of the report date and do not reflect subsequent changes.

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

Legend

(a) Non-income producing

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

(c) Investment made with cash collateral received from securities on loan.

(d) Non-income producing - Security is in default.

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

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

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $374,130,000 or 1.7% of net assets.

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

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

(j) 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 $9,649,000.

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

(l) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited schedule of portfolio holdings for each Fidelity Central Fund is filed with the SEC for the first and third quarters of each fiscal year on Form N-Q and is available upon request or at the SEC's website at www.sec.gov. An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro rata share of securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

(m) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool as of the end of the period.

(n) Investment is owned by an entity that is treated as a corporation for U.S. tax purposes and is owned by the Fund.

(o) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $22,313,000 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Jumptap, Inc. Series G	6/29/12	$ 6,429
Legend Pictures LLC	9/23/10	$ 6,428

(p) Security or a portion of the security has been segregated as collateral for open swap agreements. At the period end, the value of securities pledged amounted to 19,004,000.

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

Repurchase Agreement / Counterparty	Value (000s)
$2,638,000 due 3/01/13 at 0.16%
Barclays Capital, Inc.	$ 739
Merrill Lynch, Pierce, Fenner & Smith, Inc.	510
RBS Securities, Inc.	1,389
	$ 2,638

* Amount represents less than $1,000.

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 488
Fidelity Corporate Bond 1-10 Year Central Fund	4,752
Fidelity High Income Central Fund 2	19,594
Fidelity Mortgage Backed Securities Central Fund	15,454
Fidelity Securities Lending Cash Central Fund	373
Total	$ 40,661

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

Fund (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Value, end of period	% ownership, end of period
Fidelity Corporate Bond 1-10 Year Central Fund	$ 401,162	$ -	$ 402,521*	$ -	0.0%
Fidelity High Income Central Fund 2	614,582	19,594	-	652,426	83.0%
Fidelity Mortgage Backed Securities Central Fund	1,971,158	307,427	689,346	1,581,982	10.5%
Total	$ 2,986,902	$ 327,021	$ 1,091,867	$ 2,234,408

* Includes the value of shares redeemed through in-kind transactions. See Note 6 of the Notes
to Financial Statements.

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Kayak Software Corp.	$ 5,542	$ 2,376	$ 11,547	$ -	$ -
Total	$ 5,542	$ 2,376	$ 11,547	$ -	$ -

Other Information

The following is a summary of the inputs used, as of February 28, 2013, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 1,462,765	$ 1,440,452	$ -	$ 22,313
Consumer Staples	1,559,123	1,500,738	58,385	-
Energy	1,577,349	1,577,349	-	-
Financials	2,145,246	2,129,935	15,311	-
Health Care	1,778,370	1,778,370	-	-
Industrials	1,501,295	1,501,295	-	-
Information Technology	2,608,142	2,598,255	9,887	-
Materials	482,748	482,748	-	-
Telecommunication Services	332,897	332,897	-	-
Utilities	508,436	508,436	-	-
Corporate Bonds	1,929,016	-	1,926,726	2,290
U.S. Government and Government Agency Obligations	1,239,997	-	1,239,997	-
U.S. Government Agency - Mortgage Securities	1,126,762	-	1,126,762	-
Asset-Backed Securities	33,949	-	27,695	6,254
Collateralized Mortgage Obligations	62,215	-	62,215	-
Commercial Mortgage Securities	520,677	-	520,311	366
Municipal Securities	160,221	-	160,221	-
Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Foreign Government and Government Agency Obligations	$ 66,118	$ -	$ 66,118	$ -
Bank Notes	9,710	-	9,710	-
Preferred Securities	1,329	-	1,329	-
Fixed-Income Funds	2,234,408	2,234,408	-	-
Money Market Funds	923,776	923,776	-	-
Cash Equivalents	2,638	-	2,638	-
Total Investments in Securities:	$ 22,267,187	$ 17,008,659	$ 5,227,305	$ 31,223
Derivative Instruments:
Assets
Futures Contracts	$ 7,627	$ 7,627	$ -	$ -
Liabilities
Swap Agreements	$ (15,598)	$ -	$ (15,598)	$ -
Total Derivative Instruments:	$ (7,971)	$ 7,627	$ (15,598)	$ -
Other Financial Instruments:
TBA Sale Commitments	$ (457,071)	$ -	$ (457,071)	$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of February 28, 2013. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type	Value
(Amounts in thousands)	Asset	Liability
Credit Risk
Swap Agreements (b)	$ -	$ (15,598)
Equity Risk
Futures Contracts (a)	7,627	-
Total Value of Derivatives	$ 7,627	$ (15,598)

(a) Reflects cumulative appreciation/(depreciation) on futures contracts as disclosed on the Schedule of Investments. Only the period end variation margin is separately disclosed on the Statement of Assets and Liabilities.

(b) Value is disclosed on the Statement of Assets and Liabilities in the Swap agreements, at value line-items.

Other Information

The composition of credit quality ratings as a percentage of net assets is as follows (Unaudited):

U.S. Government and U.S. Government Agency Obligations	16.8%
AAA,AA,A	4.7%
BBB	7.0%
BB	1.5%
B	1.6%
CCC,CC,C	0.4%
D	0.0%*
Not Rated	0.3%
Equities	65.1%
Short-Term Investments and Net Other Assets	2.6%
	100%

* Amount represents less than 0.1%

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

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

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	February 28, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $66,233 and repurchase agreements of $2,638) - See accompanying schedule: Unaffiliated issuers (cost $15,939,508)	$ 19,109,003
Fidelity Central Funds (cost $2,988,948)	3,158,184
Total Investments (cost $18,928,456)		$ 22,267,187
Foreign currency held at value (cost $80)		80
Receivable for investments sold, regular delivery		182,407
Receivable for TBA sale commitments		454,543
Receivable for swap agreements		3
Receivable for fund shares sold		15,729
Dividends receivable		19,219
Interest receivable		32,600
Distributions receivable from Fidelity Central Funds		2,634
Prepaid expenses		39
Receivable from investment adviser for expense reductions		16
Other receivables		1,688
Total assets		22,976,145
Liabilities
Payable to custodian bank	$ 3,453
Payable for investments purchased Regular delivery	225,937
Delayed delivery	709,648
TBA sale commitments, at value	457,071
Payable for swap agreements	973
Payable for fund shares redeemed	16,074
Swap agreements, at value	15,598
Accrued management fee	7,246
Payable for daily variation margin on futures contracts	327
Other affiliated payables	2,435
Other payables and accrued expenses	900
Collateral on securities loaned, at value	69,433
Total liabilities		1,509,095
Net Assets		$ 21,467,050
Net Assets consist of:
Paid in capital		$ 18,429,865
Undistributed net investment income		76,546
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(367,849)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		3,328,488
Net Assets		$ 21,467,050

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

Semiannual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	February 28, 2013 (Unaudited)
Balanced: Net Asset Value, offering price and redemption price per share ($15,336,535 ÷ 733,366 shares)		$ 20.91
Class K: Net Asset Value, offering price and redemption price per share ($6,130,515 ÷ 293,154 shares)		$ 20.91

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Six months ended February 28, 2013 (Unaudited)
Investment Income
Dividends		$ 123,447
Interest		73,117
Income from Fidelity Central Funds		40,661
Total income		237,225
Expenses
Management fee	$ 42,421
Transfer agent fees	13,688
Accounting and security lending fees	1,018
Custodian fees and expenses	186
Independent trustees' compensation	68
Registration fees	180
Audit	81
Legal	69
Miscellaneous	85
Total expenses before reductions	57,796
Expense reductions	(2,160)	55,636
Net investment income (loss)		181,589
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	467,964
Fidelity Central Funds	77,562
Other affiliated issuers	3,376
Foreign currency transactions	8
Futures contracts	11,841
Swap agreements	(6,998)
Total net realized gain (loss)		553,753
Change in net unrealized appreciation (depreciation) on: Investment securities	431,826
Assets and liabilities in foreign currencies	(6)
Futures contracts	(73)
Swap agreements	6,667
Delayed delivery commitments	40
Total change in net unrealized appreciation (depreciation)		438,454
Net gain (loss)		992,207
Net increase (decrease) in net assets resulting from operations		$ 1,173,796

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended February 28, 2013 (Unaudited)	Year ended August 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 181,589	$ 401,529
Net realized gain (loss)	553,753	(1,032)
Change in net unrealized appreciation (depreciation)	438,454	1,842,236
Net increase (decrease) in net assets resulting from operations	1,173,796	2,242,733
Distributions to shareholders from net investment income	(189,532)	(379,925)
Share transactions - net increase (decrease)	(135,942)	(947,824)
Total increase (decrease) in net assets	848,322	914,984
Net Assets
Beginning of period	20,618,728	19,703,744
End of period (including undistributed net investment income of $76,546 and undistributed net investment income of $84,489, respectively)	$ 21,467,050	$ 20,618,728

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

Semiannual Report

Financial Highlights - Balanced

	Six months ended February 28, 2013	Years ended August 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 19.95	$ 18.17	$ 16.27	$ 15.40	$ 17.71	$ 20.66
Income from Investment Operations
Net investment income (loss) D	.17	.37	.35	.36	.38	.42
Net realized and unrealized gain (loss)	.97	1.76	1.91	.88	(2.29)	(1.76)
Total from investment operations	1.14	2.13	2.26	1.24	(1.91)	(1.34)
Distributions from net investment income	(.18)	(.35)	(.35)	(.36)	(.37)	(.43)
Distributions from net realized gain	-	-	(.01)	(.01)	(.03)	(1.18)
Total distributions	(.18)	(.35)	(.36)	(.37)	(.40)	(1.61)
Net asset value, end of period	$ 20.91	$ 19.95	$ 18.17	$ 16.27	$ 15.40	$ 17.71
Total Return B,C	5.77%	11.89%	13.88%	8.06%	(10.48)%	(7.28)%
Ratios to Average Net Assets E,G
Expenses before reductions	.58% A	.60%	.61%	.62%	.68%	.61%
Expenses net of fee waivers, if any	.58% A	.60%	.61%	.62%	.68%	.61%
Expenses net of all reductions	.56% A	.59%	.60%	.61%	.68%	.61%
Net investment income (loss)	1.71% A	1.98%	1.92%	2.18%	2.78%	2.22%
Supplemental Data
Net assets, end of period (in millions)	$ 15,337	$ 15,016	$ 15,602	$ 16,764	$ 17,225	$ 25,363
Portfolio turnover rate F	206% A,H	155%	193% H	122%	198% H	73% H

^A Annualized

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

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

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

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

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

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

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

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

Semiannual Report

Financial Highlights - Class K

	Six months ended February 28, 2013	Years ended August 31,
	(Unaudited)	2012	2011	2010	2009	2008 G
Selected Per-Share Data
Net asset value, beginning of period	$ 19.95	$ 18.17	$ 16.27	$ 15.40	$ 17.72	$ 19.12
Income from Investment Operations
Net investment income (loss) D	.19	.40	.38	.38	.40	.12
Net realized and unrealized gain (loss)	.96	1.76	1.90	.88	(2.29)	(1.41)
Total from investment operations	1.15	2.16	2.28	1.26	(1.89)	(1.29)
Distributions from net investment income	(.19)	(.38)	(.38)	(.38)	(.40)	(.11)
Distributions from net realized gain	-	-	(.01)	(.01)	(.03)	-
Total distributions	(.19)	(.38)	(.38) I	(.39)	(.43)	(.11)
Net asset value, end of period	$ 20.91	$ 19.95	$ 18.17	$ 16.27	$ 15.40	$ 17.72
Total Return B,C	5.83%	12.03%	14.04%	8.23%	(10.33)%	(6.74)%
Ratios to Average Net Assets E,H
Expenses before reductions	.47% A	.48%	.48%	.48%	.50%	.48% A
Expenses net of fee waivers, if any	.47% A	.48%	.48%	.48%	.50%	.48% A
Expenses net of all reductions	.45% A	.47%	.47%	.47%	.50%	.48% A
Net investment income (loss)	1.82% A	2.10%	2.05%	2.32%	2.96%	2.45% A
Supplemental Data
Net assets, end of period (in millions)	$ 6,131	$ 5,603	$ 4,102	$ 2,692	$ 2,014	$ 17
Portfolio turnover rate F	206% A,J	155%	193% J	122%	198% J	73% J

^A Annualized

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

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

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

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

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

^G For the period May 9, 2008 (commencement of sale of shares) to August 31, 2008.

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

^I Total distributions of $.38 per share is comprised of distributions from net investment income of $.376 and distributions from net realized gain of $.008 per share.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended February 28, 2013 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

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

Semiannual Report

2. Investments in Fidelity Central Funds - continued

Fidelity Central Fund	Investment Manager	Investment Objective	Investment Practices
Fidelity High Income Central Fund 2	FMR Co., Inc. (FMRC)	Seeks a high level of income and may also seek capital appreciation by investing primarily in debt securities, preferred stocks, and convertible securities, with an emphasis on lower-quality debt securities.	Delayed Delivery & When Issued Securities Loans & Direct Debt Instruments Repurchase Agreements Restricted Securities
Fidelity Mortgage Backed Securities Central Fund	FIMM	Seeks a high level of income by normally investing in investment-grade mortgage-related securities and repurchase agreements for those securities.	Delayed Delivery & When Issued Securities Options Repurchase Agreements Swap Agreements

An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at fidelity.com. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds which contain the significant accounting policies (including investment valuation policies) of those funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors

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Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are generally categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For corporate bonds, bank notes, foreign government and government agency obligations, municipal securities, preferred securities and U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or

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3. Significant Accounting Policies - continued

Investment Valuation - continued

price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices. For asset backed securities, collateralized mortgage obligations, commercial mortgage securities and U.S. government agency mortgage securities, pricing vendors utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices. Swaps are marked-to-market daily based on valuations from third party pricing vendors or broker-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Pricing vendors utilize matrix pricing which considers comparisons to interest rate curves, credit spread curves, default possibilities and recovery rates and, as a result, swaps are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities and swap agreements may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities and swap agreements are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy. Short-term, securities with remaining maturities of sixty days or less may be valued at amortized cost, which approximates fair value, and are categorized as Level 2 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of February 28, 2013, is included at the end of the Fund's Schedule of Investments.

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

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

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Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Foreign Currency - continued

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. The principal amount on inflation-indexed securities is periodically adjusted to the rate of inflation and interest is accrued based on the principal amount. The adjustments to principal due to inflation are reflected as increases or decreases to interest income even though principal is not received until maturity. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual

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3. Significant Accounting Policies - continued

Deferred Trustee Compensation - continued

compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

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

Book-tax differences are primarily due to futures transactions, swap agreements, foreign currency transactions, passive foreign investment companies (PFIC), prior period premium and discount on debt securities, market discount, partnerships (including allocations from Fidelity Central Funds), deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation	$ 3,363,516
Gross unrealized depreciation	(110,040)
Net unrealized appreciation (depreciation) on securities and other investments	$ 3,253,476
Tax cost	$ 19,013,711

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Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At August 31, 2012, capital loss carryforwards were as follows:

Fiscal year of expiration
2018	$ (409,574)

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

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in 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. 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.

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3. Significant Accounting Policies - continued

To-Be-Announced (TBA) Securities and Mortgage Dollar Rolls. During the period, the Fund transacted in TBA securities that involved buying or selling mortgage-backed securities (MBS) on a forward commitment basis. A TBA transaction typically does not designate the actual security to be delivered and only includes an approximate principal amount; however delivered securities must meet specified terms defined by industry guidelines, including issuer, rate and current principal amount outstanding on underlying mortgage pools. The Fund may enter into a TBA transaction with the intent to take possession of or deliver the underlying MBS, or the Fund may elect to extend the settlement by entering into either a mortgage or reverse mortgage dollar roll. Mortgage dollar rolls are transactions where a fund sells TBA securities and simultaneously agrees to repurchase MBS on a later date at a lower price and with the same counterparty. Reverse mortgage dollar rolls involve the purchase and simultaneous agreement to sell TBA securities on a later date at a lower price. Transactions in mortgage dollar rolls and reverse mortgage dollar rolls are accounted for as purchases and sales and may result in an increase to the Fund's portfolio turnover rate.

Purchases and sales of TBA securities involve risks similar to those discussed above for delayed delivery and when-issued securities. Also, if the counterparty in a mortgage dollar roll or a reverse mortgage dollar roll transaction files for bankruptcy or becomes insolvent, the Fund's right to repurchase or sell securities may be limited. Additionally, when a fund sells TBA securities without already owning or having the right to obtain the deliverable securities (an uncovered forward commitment to sell), it incurs a risk of loss because it could have to purchase the securities at a price that is higher than the price at which it sold them. A fund may be unable to purchase the deliverable securities if the corresponding market is illiquid.

TBA securities subject to a forward commitment to sell at period end are included at the end of the Fund's Schedule of Investments under the caption "TBA Sale Commitments." The proceeds and value of these commitments are reflected in the Fund's Statement of Assets and Liabilities.

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.

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Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

New Accounting Pronouncement. The Financial Accounting Standards Board issued in December 2011, Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities, and in January 2013, accounting Standards Update No. 2013-1 Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. These updates create new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Derivative Instruments.

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

The Fund primarily used derivatives to increase returns, to gain exposure to certain types of assets and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risks:

Credit Risk	Credit risk relates to the ability of the issuer of a financial instrument to make further principal or interest payments on an obligation or commitment that it has to the Fund.
Equity Risk	Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

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4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain OTC derivatives such as swap agreements, the Fund attempts to reduce its exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association, Inc. (ISDA) Master Agreement on a bilateral basis with each of its counterparties. The ISDA Master Agreement gives the Fund the right to terminate all transactions traded under such agreement upon the deterioration in the credit quality of the counterparty beyond specified levels. The ISDA Master Agreement gives each party the right, upon an event of default by the other party or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net payable by one party to the other. To mitigate counterparty credit risk on OTC derivatives, the Fund receives collateral in the form of cash or securities once the Fund's net unrealized appreciation on outstanding derivative contracts under an ISDA Master Agreement exceeds certain applicable thresholds, subject to certain minimum transfer provisions. The collateral received is held in segregated accounts with the Fund's custodian bank in accordance with the collateral agreements entered into between the Fund, the counterparty and the Fund's custodian bank. The Fund could experience delays and costs in gaining access to the collateral even though it is held by the Fund's custodian bank. The Fund's maximum risk of loss from counterparty credit risk related to OTC derivatives is generally the aggregate unrealized appreciation and unpaid counterparty payments in excess of any collateral pledged by the counterparty to the Fund. The Fund may be required to pledge collateral for the benefit of the counterparties on OTC derivatives in an amount not less than each counterparty's unrealized appreciation on outstanding derivative contracts, subject to certain minimum transfer provisions, and any such pledged collateral is identified in the Schedule of Investments. Exchange-traded futures contracts are not covered by the ISDA Master Agreement; however counterparty credit risk related to exchange-traded futures contracts is mitigated by the protection provided by the exchange on which they trade.

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

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Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Net Realized Gain (Loss) and Change in Net Unrealized Appreciation (Depreciation) on Derivatives. The table below, which reflects the impacts of derivatives on the financial performance of the Fund, summarizes the net realized gain (loss) and change in net unrealized appreciation (depreciation) for derivatives during the period as presented in the Statement of Operations.

Primary Risk Exposure / Derivative Type	Net Realized Gain (Loss)	Change in Net Unrealized Appreciation (Depreciation)
Credit Risk
Swap Agreements	$ (6,998)	$ 6,667
Equity Risk
Futures Contracts	11,841	(73)
Totals (a)	$ 4,843	$ 6,594

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

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable, if any, is included in daily variation margin on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is included in the Statement of Operations.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

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4. Derivative Instruments - continued

Swap Agreements. A swap agreement (swap) is a contract between two parties to exchange future cash flows at periodic intervals based on a notional principal amount.

Swaps are marked-to-market daily and changes in value are reflected in the Statement of Assets and Liabilities in the swap agreements at value line items. Any upfront premiums paid or received upon entering a swap to compensate for differences between stated terms of the agreement and prevailing market conditions (e.g. credit spreads, interest rates or other factors) are recorded in net unrealized appreciation (depreciation) in the Statement of Assets and Liabilities and amortized to realized gain or (loss) ratably over the term of the swap. Any unamortized upfront premiums are presented in the Schedule of Investments. Payments are exchanged at specified intervals, accrued daily commencing with the effective date of the contract and recorded as realized gain or (loss). Realized gain or (loss) is also recorded in the event of an early termination of a swap. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on swaps during the period is included in the Statement of Operations.

Any open swaps at period end are included in the Schedule of Investments under the caption "Swap Agreements."

Credit Default Swaps. Credit default swaps enable the Fund to buy or sell protection against specified credit events on a single-name issuer or a traded credit index. Under the terms of a credit default swap the buyer of protection (buyer) receives credit protection in exchange for making periodic payments to the seller of protection (seller) based on a fixed percentage applied to a notional principal amount. In return for these payments, the seller will be required to make a payment upon the occurrence of one or more specified credit events. The Fund enters into credit default swaps as a seller to gain credit exposure to an issuer and/or as a buyer to obtain a measure of protection against defaults of an issuer. Periodic payments are made over the life of the contract by the buyer provided that no credit event occurs.

For credit default swaps on most corporate and sovereign issuers, credit events include bankruptcy, failure to pay or repudiation/moratorium. For credit default swaps on corporate or sovereign issuers, the obligation that may be put to the seller is not limited to the specific reference obligation described in the Schedule of Investments. For credit default swaps on asset-backed securities, a credit event may be triggered by events such as failure to pay principal, maturity extension, rating downgrade or write-down. For credit default swaps on asset-backed securities, the reference obligation described represents the security that may be put to the seller. For credit default swaps on a traded credit index, a specified credit event may affect all or individual underlying securities included in the index.

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Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Credit Default Swaps - continued

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

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

Typically, the value of each credit default swap and credit rating disclosed for each reference obligation in the Schedule of Investments, where the Fund is the seller, can be used as measures of the current payment/performance risk of the swap. As the value of the swap changes as a positive or negative percentage of the total notional amount, the payment/performance risk may decrease or increase, respectively. In addition to these measures, FMR monitors a variety of factors including cash flow assumptions, market activity and market sentiment as part of its ongoing process of assessing payment/performance risk.

5. Purchases and Sales of Investments.

Purchases and sales of securities (including the Fixed-Income Central Funds), other than short-term securities, U.S. government securities and liquidations executed in-kind from Affiliated Central Funds, aggregated $6,893,948 and $7,161,687, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .15% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .41% of the Fund's average net assets.

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6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Balanced. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Balanced	$ 12,262	.16
Class K	1,426	.05
	$ 13,688

* Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $141 for the period.

Other Affiliated Transactions. On January 4, 2013, the Fidelity Corporate Bond 1-10 Year Central Fund ("1-10 Year"), a fund in which the Fund was invested, was liquidated pursuant to a Plan of Liquidation and Dissolution approved by the 1-10 Year Board. Under the plan, 1-10 Year distributed in-kind all of its net assets to its shareholders pro rata at its NAV per share as of the close of business on the liquidation date. As a result, the Fund received cash and securities, including accrued interest, of $347,566 in return for 3,056 shares of 1-10 Year. Because 1-10 Year was a partnership for federal income tax purposes, the liquidation generally was tax free to the Fund.

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Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $25 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is maintained at the Fund's custodian and/or invested in cash equivalents and/or the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Total security lending income during the period, presented in the Statement of Operations as a component of interest income, amounted to $79. Net income from the Fidelity Securities Lending Cash Central Fund during the period, presented in the Statement of Operations as a component of income from Fidelity Central Funds, amounted to $373 (including four-hundred forty-three dollars from securities loaned to FCM).

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $2,137 for the period. In addition,

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9. Expense Reductions - continued

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 $6.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $17.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended February 28, 2013	Year ended August 31, 2012
From net investment income
Balanced	$ 134,585	$ 281,775
Class K	54,947	98,150
Total	$ 189,532	$ 379,925

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended February 28, 2013	Year ended August 31, 2012	Six months ended February 28, 2013	Year ended August 31, 2012
Balanced
Shares sold	56,355	101,057	$ 1,150,658	$ 1,914,819
Reinvestment of distributions	6,433	14,566	129,047	271,000
Shares redeemed	(81,964)	(221,553)	(1,665,571)	(4,157,808)
Net increase (decrease)	(19,176)	(105,930)	$ (385,866)	$ (1,971,989)
Class K
Shares sold	44,158	117,984	$ 898,281	$ 2,217,745
Reinvestment of distributions	2,739	5,255	54,947	98,150
Shares redeemed	(34,514)	(68,166)	(703,304)	(1,291,730)
Net increase (decrease)	12,383	55,073	$ 249,924	$ 1,024,165

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Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

12. Other.

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

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Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

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BAL-K-USAN-0413
1.863053.104

Fidelity®

Puritan®

Fund

Semiannual Report

February 28, 2013

(Fidelity Cover Art)

Contents

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)

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 1, 2012 to February 28, 2013).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value September 1, 2012	Ending Account Value February 28, 2013	Expenses Paid During Period* September 1, 2012 to February 28, 2013
Puritan	.58%
Actual		$ 1,000.00	$ 1,060.40	$ 2.96
HypotheticalA		$ 1,000.00	$ 1,021.92	$ 2.91
Class K	.47%
Actual		$ 1,000.00	$ 1,061.60	$ 2.40
HypotheticalA		$ 1,000.00	$ 1,022.46	$ 2.36

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The fees and expenses of the underlying Fidelity Central Funds in which the Fund invests are not included in the Fund's annualized expense ratio.

Semiannual Report

Investment Changes (Unaudited)

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

Top Five Stocks as of February 28, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	1.9	4.5
General Electric Co.	1.5	1.3
Google, Inc. Class A	1.5	1.2
Comcast Corp. Class A (special) (non-vtg.)	1.4	1.1
Citigroup, Inc.	1.2	0.8
	7.5
Top Five Bond Issuers as of February 28, 2013
(with maturities greater than one year)	% of fund's net assets	% of fund's net assets 6 months ago
Fannie Mae	6.7	8.7
U.S. Treasury Obligations	5.3	5.4
Freddie Mac	1.9	2.4
Ginnie Mae	1.5	1.9
Wachovia Bank Commercial Mortgage Trust	0.9	0.5
	16.3
Top Five Market Sectors as of February 28, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	16.4	11.7
Information Technology	12.8	15.1
Consumer Discretionary	12.2	9.9
Health Care	10.1	9.1
Energy	7.2	8.1

Asset Allocation (% of fund's net assets)
As of February 28, 2013*			As of August 31, 2012**
	Stocks 64.9%			Stocks and Investment Companies 61.3%
	Bonds 32.7%			Bonds 33.6%
	Convertible Securities 0.4%			Convertible Securities 0.5%
	Other Investments 0.8%			Other Investments 0.9%
	Short-Term Investments and Net Other Assets (Liabilities) 1.2%			Short-Term Investments and Net Other Assets (Liabilities) 3.7%
* Foreign investments		10.7%	** Foreign investments		9.0%

Percentages are adjusted for the effect of futures contracts and swap agreements, if applicable.

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

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

Semiannual Report

Investments February 28, 2013

Showing Percentage of Net Assets

Common Stocks - 64.5%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 10.2%
Auto Components - 0.0%
Delphi Automotive PLC	68,093		$ 2,850
Automobiles - 0.7%
Ford Motor Co.	5,428,900		68,458
General Motors Co. (a)	2,170		59
Harley-Davidson, Inc.	952,200		50,114
Motors Liquidation Co. GUC Trust (a)	28,150		650
Tesla Motors, Inc. (a)	490,800		17,095
			136,376
Hotels, Restaurants & Leisure - 1.3%
Dunkin' Brands Group, Inc.	1,148,000		42,648
Penn National Gaming, Inc. (a)	294,600		14,686
Starbucks Corp.	1,272,400		69,753
Station Holdco LLC (a)(o)(p)	1,194,419		1,744
Station Holdco LLC warrants 6/15/18 (a)(o)(p)	75,658		5
Vail Resorts, Inc.	917,027		50,657
Wyndham Worldwide Corp.	623,400		37,554
Yum! Brands, Inc.	612,500		40,107
			257,154
Household Durables - 0.9%
D.R. Horton, Inc.	1,152,800		25,707
KB Home	472,608		8,833
Lennar Corp. Class A	665,400		25,678
Toll Brothers, Inc. (a)	2,264,800		77,275
Whirlpool Corp.	467,000		52,748
			190,241
Internet & Catalog Retail - 0.8%
Amazon.com, Inc. (a)	400,900		105,946
priceline.com, Inc. (a)	72,700		49,987
Spotify Technology SA (p)	15,765		15,407
			171,340
Leisure Equipment & Products - 0.2%
Brunswick Corp.	1,066,700		38,871
Media - 3.5%
CBS Corp. Class B	882,600		38,296
Comcast Corp. Class A (special) (non-vtg.)	7,472,400		286,268
Discovery Communications, Inc. (a)	684,000		50,158
HMH Holdings, Inc. warrants 6/22/19 (a)(p)	1,945		15
Legend Pictures LLC (a)(o)(p)	49,141		91,067
Lions Gate Entertainment Corp. (a)(f)	1,994,900		41,833
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Media - continued
Manchester United PLC	1,579,264		$ 27,684
News Corp. Class A	3,383,100		97,433
Pandora Media, Inc. (a)(f)	529,694		6,462
Publicis Groupe SA	514,200		33,982
The Walt Disney Co.	284,190		15,514
Tribune Co. Class A (a)	13,773		730
Vertis Holdings, Inc. (a)	1,934		22
Virgin Media, Inc.	578,400		26,838
			716,302
Multiline Retail - 0.2%
PPR SA	215,300		48,262
Specialty Retail - 1.1%
Five Below, Inc.	141,900		5,648
Home Depot, Inc.	2,023,500		138,610
TJX Companies, Inc.	1,736,600		78,095
			222,353
Textiles, Apparel & Luxury Goods - 1.5%
Brunello Cucinelli SpA (f)	1,155,400		23,667
C. Wonder LLC (a)(o)(p)	555,555		17,500
lululemon athletica, Inc. (a)	200,000		13,410
Michael Kors Holdings Ltd. (a)	896,861		53,166
NIKE, Inc. Class B	470,400		25,618
PVH Corp.	712,000		86,757
Ralph Lauren Corp.	327,700		56,846
Tory Burch LLC (a)(o)(p)	324,840		17,505
Tumi Holdings, Inc. (f)	67,400		1,593
			296,062
TOTAL CONSUMER DISCRETIONARY			2,079,811
CONSUMER STAPLES - 5.6%
Beverages - 1.8%
Anheuser-Busch InBev SA NV ADR	314,000		29,513
Beam, Inc.	1,228,200		74,957
Fomento Economico Mexicano S.A.B. de CV unit	1,974,500		22,106
Monster Beverage Corp. (a)	767,000		38,680
Remy Cointreau SA	154,218		19,490
The Coca-Cola Co.	4,746,200		183,773
			368,519
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food & Staples Retailing - 0.9%
Costco Wholesale Corp.	1,700		$ 172
CVS Caremark Corp.	3,394,800		173,542
Drogasil SA	888		10
Wal-Mart Stores, Inc.	237,900		16,839
			190,563
Food Products - 0.3%
Bunge Ltd.	833,000		61,734
Household Products - 0.9%
Procter & Gamble Co.	2,331,800		177,637
Personal Products - 0.4%
Estee Lauder Companies, Inc. Class A	541,200		34,691
Prestige Brands Holdings, Inc. (a)	1,949,251		46,373
			81,064
Tobacco - 1.3%
Japan Tobacco, Inc.	1,777,900		56,105
Lorillard, Inc.	56,300		2,170
Philip Morris International, Inc.	2,285,040		209,652
			267,927
TOTAL CONSUMER STAPLES			1,147,444
ENERGY - 5.8%
Energy Equipment & Services - 1.4%
Cameron International Corp. (a)	1,014,400		64,638
Ensco PLC Class A	1,563,816		94,048
Ocean Rig UDW, Inc. (United States) (a)	2,048,049		29,840
Schlumberger Ltd.	1,126,900		87,729
			276,255
Oil, Gas & Consumable Fuels - 4.4%
Anadarko Petroleum Corp.	1,002,100		79,747
Cabot Oil & Gas Corp.	1,000,200		61,982
Cheniere Energy, Inc. (a)	136,900		2,916
Chevron Corp.	1,289,800		151,100
Cobalt International Energy, Inc. (a)	799,000		19,711
Concho Resources, Inc. (a)	366,800		32,997
Energen Corp.	378,600		17,506
EQT Corp.	610,300		38,504
EV Energy Partners LP	575,724		32,246
Exxon Mobil Corp.	1,187,317		106,324
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Hess Corp.	596,700		$ 39,681
Marathon Oil Corp.	596,100		19,969
Occidental Petroleum Corp.	878,658		72,340
Phillips 66	235,200		14,808
Pioneer Natural Resources Co.	516,900		65,031
Southcross Energy Partners LP (g)	727,680		16,671
Suncor Energy, Inc.	959,600		29,079
The Williams Companies, Inc.	3,101,900		107,667
			908,279
TOTAL ENERGY			1,184,534
FINANCIALS - 11.0%
Capital Markets - 1.5%
Apollo Global Management LLC Class A	1,112,300		26,150
BlackRock, Inc. Class A	218,800		52,457
Evercore Partners, Inc. Class A	1,013,500		41,249
Morgan Stanley	3,261,900		73,556
State Street Corp.	1,060,100		59,991
The Blackstone Group LP	1,044,400		19,739
UBS AG	2,294,030		36,246
			309,388
Commercial Banks - 2.6%
BB&T Corp.	824,900		25,044
Comerica, Inc.	197,168		6,779
Cullen/Frost Bankers, Inc.	243,700		14,758
First Horizon National Corp. (f)	3,479,100		36,983
First Republic Bank	50,000		1,823
M&T Bank Corp.	545,300		55,670
National Bank Holdings Corp.	238,501		4,314
PNC Financial Services Group, Inc.	619,100		38,626
TCF Financial Corp.	1,258,400		17,290
Texas Capital Bancshares, Inc. (a)	597,422		25,247
U.S. Bancorp	2,695,000		91,576
Wells Fargo & Co.	6,041,940		211,951
			530,061
Consumer Finance - 1.0%
American Express Co.	943,300		58,626
Capital One Financial Corp.	526,900		26,888
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Consumer Finance - continued
Discover Financial Services	704,900		$ 27,160
SLM Corp.	4,267,000		80,945
			193,619
Diversified Financial Services - 2.8%
2010 Swift Mandatory Common Exchange Security Trust (h)	110,200		1,333
Bank of America Corp.	7,454,400		83,713
Citigroup, Inc.	5,683,040		238,517
JPMorgan Chase & Co.	4,422,523		216,350
The NASDAQ Stock Market, Inc.	1,112,600		35,225
			575,138
Insurance - 2.2%
ACE Ltd.	787,800		67,270
Allstate Corp.	788,700		36,296
American International Group, Inc. (a)	1,916,900		72,861
Berkshire Hathaway, Inc. Class B (a)	1,043,700		106,624
Fidelity National Financial, Inc. Class A	959,600		23,932
MetLife, Inc.	1,346,700		47,727
The Travelers Companies, Inc.	1,168,300		93,955
			448,665
Real Estate Investment Trusts - 0.9%
American Tower Corp.	1,133,100		87,929
Lexington Corporate Properties Trust	3,468,867		39,753
Public Storage	278,600		42,127
Simon Property Group, Inc.	122,200		19,413
			189,222
Real Estate Management & Development - 0.0%
Realogy Holdings Corp.	103,500		4,642
TOTAL FINANCIALS			2,250,735
HEALTH CARE - 9.1%
Biotechnology - 3.9%
ACADIA Pharmaceuticals, Inc. (a)(f)	2,360,504		14,328
Achillion Pharmaceuticals, Inc. (a)	2,172,600		17,598
Acorda Therapeutics, Inc. (a)	572,900		17,044
Alexion Pharmaceuticals, Inc. (a)	293,200		25,432
AMAG Pharmaceuticals, Inc. (a)(g)	1,460,561		24,172
Amgen, Inc.	1,528,000		139,674
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Arena Pharmaceuticals, Inc. (a)(f)	466,100		$ 3,911
Biogen Idec, Inc. (a)	662,800		110,250
BioMarin Pharmaceutical, Inc. (a)	919,500		53,303
Celgene Corp. (a)	100,000		10,318
CSL Ltd.	1,035,843		63,484
Elan Corp. PLC sponsored ADR (a)	1,399,148		15,866
Gilead Sciences, Inc. (a)	2,912,600		124,397
Grifols SA ADR	2,828,280		81,115
KaloBios Pharmaceuticals, Inc.	625,000		4,125
Medivation, Inc. (a)	600,000		29,484
Merrimack Pharmaceuticals, Inc.	740,294		4,738
Neurocrine Biosciences, Inc. (a)(g)	3,731,700		39,481
Prothena Corp. PLC (a)	34,125		211
Vertex Pharmaceuticals, Inc. (a)	295,300		13,826
			792,757
Health Care Equipment & Supplies - 0.6%
Covidien PLC	636,800		40,481
The Cooper Companies, Inc.	766,559		81,301
			121,782
Health Care Providers & Services - 1.1%
Brookdale Senior Living, Inc. (a)	847,500		23,459
Catamaran Corp. (a)	675,150		36,262
CIGNA Corp.	832,200		48,650
McKesson Corp.	529,600		56,206
Qualicorp SA (a)	5,724,000		63,995
			228,572
Health Care Technology - 0.3%
CareView Communications, Inc. (a)(f)(g)	10,425,300		8,340
Cerner Corp. (a)	456,500		39,925
			48,265
Life Sciences Tools & Services - 0.2%
Agilent Technologies, Inc.	665,900		27,622
Illumina, Inc. (a)(f)	159,700		8,006
			35,628
Pharmaceuticals - 3.0%
Actavis, Inc. (a)	904,700		77,044
Eli Lilly & Co.	1,821,800		99,580
Endo Health Solutions, Inc. (a)	465,100		14,418
Jazz Pharmaceuticals PLC (a)	271,100		15,773
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Johnson & Johnson	5,600		$ 426
Merck & Co., Inc.	3,350,600		143,171
Optimer Pharmaceuticals, Inc. (a)	1,235,000		14,968
Pfizer, Inc.	4,966,100		135,922
TherapeuticsMD, Inc. (a)(g)	7,722,000		26,255
Valeant Pharmaceuticals International, Inc. (Canada) (a)	881,911		59,478
ViroPharma, Inc. (a)	774,078		19,306
Zoetis, Inc. Class A	334,700		11,196
			617,537
TOTAL HEALTH CARE			1,844,541
INDUSTRIALS - 6.2%
Aerospace & Defense - 0.9%
Textron, Inc.	2,441,600		70,440
United Technologies Corp.	1,204,400		109,058
			179,498
Airlines - 0.1%
Copa Holdings SA Class A	157,100		16,404
Building Products - 0.5%
American Woodmark Corp. (a)(g)	745,054		23,916
Armstrong World Industries, Inc.	330,000		16,873
Fortune Brands Home & Security, Inc. (a)	567,100		19,593
Masco Corp.	1,608,700		30,984
Masonite Worldwide Holdings (a)	5,358		238
Masonite Worldwide Holdings:
warrants 5/20/14 (a)	25,981		91
warrants 5/20/16 (a)	19,485		58
			91,753
Commercial Services & Supplies - 0.3%
ADT Corp.	321,850		15,413
Tyco International Ltd.	1,358,500		43,486
			58,899
Electrical Equipment - 0.3%
AMETEK, Inc.	850,002		35,556
Generac Holdings, Inc.	441,600		15,213
Regal-Beloit Corp.	266,000		20,556
			71,325
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Industrial Conglomerates - 2.3%
Carlisle Companies, Inc.	548,000		$ 37,193
Danaher Corp.	1,188,300		73,199
General Electric Co.	13,623,500		316,338
Koninklijke Philips Electronics NV	237,200		6,701
Koninklijke Philips Electronics NV (depositary receipt) (NY Reg.)	1,373,900		38,881
			472,312
Machinery - 1.1%
Cummins, Inc.	369,200		42,779
Illinois Tool Works, Inc.	1,473,600		90,626
Ingersoll-Rand PLC	825,000		43,436
Mueller Water Products, Inc. Class A	1,661,100		9,335
Stanley Black & Decker, Inc.	455,400		35,840
Westport Innovations, Inc. (a)(f)	14,059		407
			222,423
Marine - 0.0%
DryShips, Inc. (a)	3,755,900		7,249
Road & Rail - 0.6%
Union Pacific Corp.	879,556		120,596
Trading Companies & Distributors - 0.1%
WESCO International, Inc. (a)	327,200		24,180
TOTAL INDUSTRIALS			1,264,639
INFORMATION TECHNOLOGY - 12.2%
Communications Equipment - 1.8%
Cisco Systems, Inc.	1,457,400		30,387
Juniper Networks, Inc. (a)	2,627,900		54,345
Motorola Solutions, Inc.	1,995,300		124,128
QUALCOMM, Inc.	2,392,200		157,000
			365,860
Computers & Peripherals - 2.4%
Apple, Inc.	859,700		379,477
Hewlett-Packard Co.	1,052,600		21,199
NCR Corp. (a)	1,447,400		39,919
SanDisk Corp. (a)	793,800		40,000
			480,595
Electronic Equipment & Components - 0.4%
Amphenol Corp. Class A	878,000		62,215
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - continued
Arrow Electronics, Inc. (a)	428,800		$ 17,216
E Ink Holdings, Inc. GDR (a)(h)	140,100		1,075
			80,506
Internet Software & Services - 2.6%
Demand Media, Inc. (a)(f)	2,972,708		24,079
eBay, Inc. (a)	2,005,300		109,650
Facebook, Inc. Class A	1,631,560		44,460
Google, Inc. Class A (a)	366,100		293,319
Mail.ru Group Ltd.:
GDR (h)	580,000		19,476
GDR (Reg. S)	289,900		9,735
Yahoo!, Inc. (a)	860,900		18,346
			519,065
IT Services - 1.6%
Accenture PLC Class A	1,468,400		109,190
Cognizant Technology Solutions Corp. Class A (a)	1,001,400		76,877
Visa, Inc. Class A	917,900		145,616
WNS Holdings Ltd. sponsored ADR (a)	200,000		2,812
			334,495
Semiconductors & Semiconductor Equipment - 1.4%
Altera Corp.	1,290,900		45,724
Analog Devices, Inc.	614,900		27,806
Avago Technologies Ltd.	84,600		2,895
Broadcom Corp. Class A	1,738,700		59,307
Freescale Semiconductor Holdings I Ltd. (a)	3,208,700		49,510
Intel Corp.	30,000		626
Linear Technology Corp.	445,500		17,036
NXP Semiconductors NV (a)	517,800		16,735
Samsung Electronics Co. Ltd.	29,326		41,757
Skyworks Solutions, Inc. (a)	392,800		8,367
Spansion, Inc. Class A	4,742		56
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR	1,318,400		24,061
			293,880
Software - 2.0%
Adobe Systems, Inc. (a)	1,686,100		66,264
Citrix Systems, Inc. (a)	333,200		23,624
Fortinet, Inc. (a)	418,506		10,119
Microsoft Corp.	1,320,700		36,715
Oracle Corp.	5,030,300		172,338
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
QLIK Technologies, Inc. (a)	472,300		$ 12,280
salesforce.com, Inc. (a)	413,300		69,939
Splunk, Inc.	36,800		1,330
Workday, Inc.	332,500		18,384
			410,993
TOTAL INFORMATION TECHNOLOGY			2,485,394
MATERIALS - 2.9%
Chemicals - 2.2%
Ashland, Inc.	479,000		37,348
Axiall Corp.	943,400		53,378
Eastman Chemical Co.	607,800		42,382
FMC Corp.	746,100		44,960
LyondellBasell Industries NV Class A (f)	1,255,629		73,605
Monsanto Co.	1,398,300		141,270
RPM International, Inc.	416,700		12,672
W.R. Grace & Co. (a)	467,700		33,478
			439,093
Construction Materials - 0.3%
Eagle Materials, Inc.	228,000		14,663
Martin Marietta Materials, Inc. (f)	218,100		21,184
Vulcan Materials Co.	668,300		34,037
			69,884
Metals & Mining - 0.4%
BHP Billiton Ltd. sponsored ADR	510,000		38,179
Ivanplats Ltd. Class A (p)	2,928,027		10,681
Walter Energy, Inc.	900,900		28,640
			77,500
TOTAL MATERIALS			586,477
TELECOMMUNICATION SERVICES - 0.6%
Diversified Telecommunication Services - 0.5%
Broadview Networks Holdings, Inc.	123,987		1,674
Iliad SA	87,465		16,740
Verizon Communications, Inc.	1,738,200		80,878
			99,292
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - 0.1%
SBA Communications Corp. Class A (a)	350,800		$ 24,949
TOTAL TELECOMMUNICATION SERVICES			124,241
UTILITIES - 0.9%
Electric Utilities - 0.6%
Bicent Power LLC:
warrants 8/21/22 (a)	531		0
warrants 8/21/22 (a)	327		0
Edison International	1,312,900		63,059
NextEra Energy, Inc.	879,200		63,188
			126,247
Multi-Utilities - 0.3%
Sempra Energy	824,500		64,113
TOTAL UTILITIES			190,360
TOTAL COMMON STOCKS (Cost $10,100,224)		13,158,176
Preferred Stocks - 0.7%
Convertible Preferred Stocks - 0.3%
CONSUMER DISCRETIONARY - 0.2%
Automobiles - 0.0%
General Motors Co. 4.75%	148,900		6,220
Media - 0.2%
Vice Holdings, Inc. Series A (p)	6,701		34,999
TOTAL CONSUMER DISCRETIONARY			41,219
ENERGY - 0.0%
Oil, Gas & Consumable Fuels - 0.0%
Apache Corp. 6.00%	36,200		1,563
Chesapeake Energy Corp. 5.00%	18,580		1,606
			3,169
INFORMATION TECHNOLOGY - 0.0%
Internet Software & Services - 0.0%
wetpaint.com, Inc. Series C (a)(p)	497,017		994
Preferred Stocks - continued
	Shares		Value (000s)
Convertible Preferred Stocks - continued
MATERIALS - 0.0%
Metals & Mining - 0.0%
AngloGold Ashanti Holdings Finance PLC 6.00%	104,600		$ 3,060
UTILITIES - 0.1%
Electric Utilities - 0.1%
AES Trust III 6.75%	122,232		6,142
PPL Corp. 8.75%	108,000		5,948
			12,090
TOTAL CONVERTIBLE PREFERRED STOCKS			60,532
Nonconvertible Preferred Stocks - 0.4%
CONSUMER DISCRETIONARY - 0.3%
Automobiles - 0.3%
Volkswagen AG	237,100		51,772
FINANCIALS - 0.1%
Consumer Finance - 0.1%
Ally Financial, Inc. 7.00% (h)	10,951		10,595
Diversified Financial Services - 0.0%
GMAC Capital Trust I Series 2, 8.125%	377,872		10,029
TOTAL FINANCIALS			20,624
HEALTH CARE - 0.0%
Health Care Equipment & Supplies - 0.0%
Sartorius AG (non-vtg.)	90,117		10,380
TOTAL NONCONVERTIBLE PREFERRED STOCKS			82,776
TOTAL PREFERRED STOCKS (Cost $117,182)		143,308

Corporate Bonds - 13.3%
	Principal Amount (000s)		Value (000s)
Convertible Bonds - 0.1%
CONSUMER DISCRETIONARY - 0.0%
Media - 0.0%
Liberty Media Corp.:
3.5% 1/15/31	$ 380		$ 326
3.5% 1/15/31 (h)	2,807		2,409
Mood Media Corp. 10% 10/31/15 (h)	32		33
			2,768
ENERGY - 0.0%
Oil, Gas & Consumable Fuels - 0.0%
Chesapeake Energy Corp. 2.75% 11/15/35	3,700		3,686
Massey Energy Co. 3.25% 8/1/15	1,880		1,794
			5,480
INDUSTRIALS - 0.1%
Building Products - 0.1%
Aspen Aerogels, Inc.:
8% 6/1/14 (p)	10,000		10,000
8% 12/6/14 (p)	3,000		3,000
			13,000
MATERIALS - 0.0%
Construction Materials - 0.0%
Headwaters, Inc. 2.5% 2/1/14	4,920		4,871
TOTAL CONVERTIBLE BONDS			26,119
Nonconvertible Bonds - 13.2%
CONSUMER DISCRETIONARY - 1.3%
Auto Components - 0.0%
Continental Rubber of America Corp. 4.5% 9/15/19 (h)	755		764
DaimlerChrysler NA Holding Corp. 6.5% 11/15/13	1,110		1,154
Delphi Corp.:
5% 2/15/23	5,485		5,711
6.125% 5/15/21	1,690		1,842
Tenneco, Inc. 6.875% 12/15/20	2,415		2,638
			12,109
Automobiles - 0.1%
Daimler Finance North America LLC 1.95% 3/28/14 (h)	1,854		1,874
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
CONSUMER DISCRETIONARY - continued
Automobiles - continued
Ford Motor Co.:
4.75% 1/15/43	$ 4,571		$ 4,343
6.375% 2/1/29	2,190		2,477
7.45% 7/16/31	8,972		11,493
General Motors Corp.:
6.75% 5/1/28 (d)	390		0
7.125% 7/15/13 (d)	1,135		0
7.2% 1/15/11 (d)	2,855		0
7.4% 9/1/25 (d)	195		0
7.7% 4/15/16 (d)	705		0
8.25% 7/15/23 (d)	5,475		0
8.375% 7/15/33 (d)	16,800		0
Volkswagen International Finance NV 2.375% 3/22/17 (h)	1,515		1,567
			21,754
Distributors - 0.0%
Ferrellgas LP/Ferrellgas Finance Corp. 6.5% 5/1/21	1,745		1,762
Diversified Consumer Services - 0.0%
Laureate Education, Inc. 9.25% 9/1/19 (h)	3,935		4,279
Hotels, Restaurants & Leisure - 0.2%
American Casino & Entertainment Properties LLC 11% 6/15/14	2,780		2,829
Boyd Acquisition Sub LLC/Boyd Acquisition Finance Corp. 8.375% 2/15/18 (h)	325		338
Caesars Entertainment Operating Co., Inc. 8.5% 2/15/20	3,765		3,671
Caesars Operating Escrow LLC/Caesars Escrow Corp. 9% 2/15/20 (h)	1,765		1,750
Chester Downs & Marina LLC 9.25% 2/1/20 (h)	435		417
Choice Hotels International, Inc. 5.75% 7/1/22	390		432
Chukchansi Economic Development Authority 9.75% 5/30/20 (h)	2,861		1,709
Graton Economic Development Authority 9.625% 9/1/19 (h)	1,065		1,195
Landry's Holdings II, Inc. 10.25% 1/1/18 (h)	900		932
MCE Finance Ltd. 5% 2/15/21 (h)	1,290		1,290
MGM Mirage, Inc.:
5.875% 2/27/14	2,998		3,110
6.625% 12/15/21	1,115		1,151
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
CONSUMER DISCRETIONARY - continued
Hotels, Restaurants & Leisure - continued
MGM Mirage, Inc.: - continued
6.75% 4/1/13	$ 80		$ 80
7.5% 6/1/16	2,855		3,141
MTR Gaming Group, Inc. 11.5% 8/1/19 pay-in-kind	17		17
NAI Entertainment Holdings LLC/NAI Entertainment Finance Corp. 8.25% 12/15/17 (h)	954		1,040
Pinnacle Entertainment, Inc. 7.75% 4/1/22	450		473
Royal Caribbean Cruises Ltd. 5.25% 11/15/22	615		626
Shingle Springs Tribal Gaming Authority 9.375% 6/15/15 (h)	2,270		2,253
Station Casinos LLC 3.66% 6/18/18 (e)	6,335		6,375
Waterford Gaming LLC/Waterford Gaming Finance Corp. 8.625% 9/15/14 (h)	985		327
			33,156
Household Durables - 0.1%
Beazer Homes USA, Inc. 7.25% 2/1/23 (h)	775		787
Brookfield Residential Properties, Inc. 6.5% 12/15/20 (h)	620		659
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg) SA:
5.75% 10/15/20	6,420		6,629
7.875% 8/15/19	8,325		9,199
8.25% 2/15/21	1,485		1,533
9% 4/15/19	835		885
William Lyon Homes, Inc. 8.5% 11/15/20 (h)	730		788
			20,480
Leisure Equipment & Products - 0.0%
FGI Operating Co. LLC/FGI Finance, Inc. 7.875% 5/1/20 (h)	560		578
Media - 0.8%
AMC Networks, Inc. 7.75% 7/15/21	340		385
Bresnan Broadband Holdings LLC 8% 12/15/18 (h)	875		958
Cablevision Systems Corp. 5.875% 9/15/22	2,910		2,823
CCO Holdings LLC/CCO Holdings Capital Corp.:
5.125% 2/15/23	1,580		1,544
5.25% 3/15/21 (h)(j)	1,375		1,375
5.75% 9/1/23 (h)(j)	945		945
8.125% 4/30/20	3,485		3,881
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
CONSUMER DISCRETIONARY - continued
Media - continued
Cequel Communications Escrow 1 LLC/Cequel Communications Escrow Capital Corp. 6.375% 9/15/20 (h)	$ 325		$ 336
Checkout Holding Corp. 0% 11/15/15 (h)	1,290		938
Cinemark USA, Inc. 5.125% 12/15/22 (h)	355		357
Clear Channel Communications, Inc.:
5.5% 9/15/14	2,355		2,296
5.5% 12/15/16	1,330		865
Clear Channel Worldwide Holdings, Inc.:
6.5% 11/15/22 (h)	755		789
6.5% 11/15/22 (h)	2,040		2,147
7.625% 3/15/20	585		600
7.625% 3/15/20	4,105		4,249
Comcast Corp.:
4.95% 6/15/16	790		892
5.7% 5/15/18	785		945
6.4% 5/15/38	6,000		7,690
6.4% 3/1/40	4,017		5,183
6.95% 8/15/37	7,000		9,493
COX Communications, Inc.:
3.25% 12/15/22 (h)	2,162		2,174
4.625% 6/1/13	2,632		2,659
Discovery Communications LLC:
3.7% 6/1/15	4,012		4,262
5.05% 6/1/20	168		193
6.35% 6/1/40	3,224		3,930
DISH DBS Corp.:
5.875% 7/15/22	2,655		2,794
6.75% 6/1/21	3,515		3,910
EchoStar Communications Corp. 6.625% 10/1/14	3,000		3,203
Lamar Media Corp.:
5.875% 2/1/22	525		570
7.875% 4/15/18	1,400		1,523
Mood Media Corp. 9.25% 10/15/20 (h)	1,420		1,519
National CineMedia LLC:
6% 4/15/22	2,600		2,789
7.875% 7/15/21	1,380		1,532
NBCUniversal Media LLC:
3.65% 4/30/15	1,216		1,290
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
CONSUMER DISCRETIONARY - continued
Media - continued
NBCUniversal Media LLC: - continued
5.15% 4/30/20	$ 4,917		$ 5,838
6.4% 4/30/40	4,249		5,462
News America Holdings, Inc. 7.75% 12/1/45	7,312		10,116
Nielsen Finance LLC/Nielsen Finance Co.:
4.5% 10/1/20 (h)	1,770		1,748
7.75% 10/15/18	3,165		3,497
11.625% 2/1/14	1,171		1,268
Radio One, Inc. 12.5% 5/24/16 pay-in-kind (l)	4,567		4,590
Regal Entertainment Group 5.75% 2/1/25	340		333
Satelites Mexicanos SA de CV 9.5% 5/15/17	475		494
Sheridan Group, Inc. 12.5% 4/15/14	1,775		1,544
Time Warner Cable, Inc.:
5.5% 9/1/41	11,225		11,764
6.2% 7/1/13	3,131		3,186
6.75% 7/1/18	1,581		1,936
Time Warner, Inc.:
3.15% 7/15/15	451		475
5.375% 10/15/41	1,539		1,659
5.875% 11/15/16	3,738		4,359
6.2% 3/15/40	2,618		3,100
6.5% 11/15/36	2,633		3,175
Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH:
5.5% 1/15/23 (h)	1,340		1,350
7.5% 3/15/19 (h)	480		523
UPCB Finance VI Ltd. 6.875% 1/15/22 (h)	1,250		1,353
Viacom, Inc.:
1.25% 2/27/15	377		380
3.5% 4/1/17	219		236
Videotron Ltd. 9.125% 4/15/18	5,565		5,885
WMG Acquisition Corp. 6% 1/15/21 (h)	470		489
			155,799
Specialty Retail - 0.1%
Albea Beauty Holdings SA 8.375% 11/1/19 (h)	1,730		1,825
Asbury Automotive Group, Inc. 8.375% 11/15/20	565		627
Claire's Stores, Inc. 9% 3/15/19 (h)	3,800		4,199
Jo-Ann Stores, Inc. 9.75% 10/15/19 pay-in-kind (h)(l)	1,175		1,201
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Lowe's Companies, Inc. 3.8% 11/15/21	$ 201		$ 221
PETCO Animal Supplies, Inc. 9.25% 12/1/18 (h)	3,260		3,598
Petco Holdings, Inc. 8.5% 10/15/17 pay-in-kind (h)	590		608
Sonic Automotive, Inc.:
7% 7/15/22	885		982
9% 3/15/18	1,000		1,098
			14,359
Textiles, Apparel & Luxury Goods - 0.0%
Burlington Holdings LLC/Burlington Holding Finance, Inc. 9% 2/15/18 pay-in-kind (h)(l)	725		727
TOTAL CONSUMER DISCRETIONARY			265,003
CONSUMER STAPLES - 0.5%
Beverages - 0.1%
Anheuser-Busch InBev Worldwide, Inc.:
2.5% 3/26/13	236		236
5.375% 11/15/14	2,054		2,216
Beam, Inc. 1.875% 5/15/17	1,176		1,198
FBG Finance Ltd. 5.125% 6/15/15 (h)	3,957		4,325
Fortune Brands, Inc.:
5.375% 1/15/16	1,919		2,135
6.375% 6/15/14	1,002		1,072
Heineken NV:
1.4% 10/1/17 (h)	2,951		2,942
2.75% 4/1/23 (h)	3,085		3,007
SABMiller Holdings, Inc.:
1.85% 1/15/15 (h)	1,947		1,981
2.45% 1/15/17 (h)	1,947		2,031
			21,143
Food & Staples Retailing - 0.1%
Bi-Lo LLC/Bi-Lo Finance Corp. 9.25% 2/15/19 (h)	1,030		1,107
ESAL GmbH 6.25% 2/5/23 (h)	925		916
Reddy Ice Corp. 11.25% 3/15/15	3,895		4,041
Rite Aid Corp.:
7.5% 3/1/17	12,125		12,474
7.7% 2/15/27	110		106
9.25% 3/15/20	1,330		1,495
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
CONSUMER STAPLES - continued
Food & Staples Retailing - continued
Tops Markets LLC 8.875% 12/15/17 (h)	$ 675		$ 731
Walgreen Co.:
1% 3/13/15	1,555		1,560
1.8% 9/15/17	2,454		2,489
			24,919
Food Products - 0.1%
Cargill, Inc. 6% 11/27/17 (h)	417		499
ConAgra Foods, Inc.:
1.9% 1/25/18	2,064		2,088
3.2% 1/25/23	2,400		2,395
4.65% 1/25/43	2,673		2,683
FAGE Dairy Industry SA/FAGE USA Dairy Industry, Inc. 9.875% 2/1/20 (h)	405		439
Kraft Foods, Inc.:
6.5% 8/11/17	2,584		3,128
6.5% 2/9/40	2,975		3,895
6.75% 2/19/14	318		336
Michael Foods Holding, Inc. 8.5% 7/15/18 pay-in-kind (h)(l)	425		436
Post Holdings, Inc. 7.375% 2/15/22	1,545		1,669
			17,568
Household Products - 0.0%
Spectrum Brands Escrow Corp.:
6.375% 11/15/20 (h)	350		373
6.625% 11/15/22 (h)	415		446
			819
Personal Products - 0.0%
Alphabet Holding Co., Inc. 7.75% 11/1/17 pay-in-kind (h)	1,435		1,492
Prestige Brands, Inc. 8.125% 2/1/20	220		248
Revlon Consumer Products Corp. 5.75% 2/15/21 (h)	1,105		1,095
			2,835
Tobacco - 0.2%
Altria Group, Inc.:
2.85% 8/9/22	4,020		3,943
4.25% 8/9/42	4,020		3,840
9.7% 11/10/18	5,570		7,775
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
CONSUMER STAPLES - continued
Tobacco - continued
Reynolds American, Inc.:
3.25% 11/1/22	$ 2,999		$ 2,983
4.75% 11/1/42	4,633		4,535
6.75% 6/15/17	3,979		4,805
7.25% 6/15/37	6,101		7,981
			35,862
TOTAL CONSUMER STAPLES			103,146
ENERGY - 1.4%
Energy Equipment & Services - 0.3%
Cameron International Corp. 1.6% 4/30/15	231		233
DCP Midstream LLC:
4.75% 9/30/21 (h)	5,634		5,966
5.35% 3/15/20 (h)	5,174		5,703
Drill Rigs Holdings, Inc. 6.5% 10/1/17 (h)	880		890
El Paso Pipeline Partners Operating Co. LLC:
4.1% 11/15/15	5,488		5,903
5% 10/1/21	2,280		2,545
6.5% 4/1/20	2,264		2,736
FMC Technologies, Inc.:
2% 10/1/17	735		741
3.45% 10/1/22	1,333		1,353
Gulfmark Offshore, Inc. 6.375% 3/15/22	365		376
Noble Holding International Ltd.:
3.05% 3/1/16	756		788
3.45% 8/1/15	1,075		1,126
Offshore Group Investment Ltd.:
7.5% 11/1/19 (h)	7,020		7,213
11.5% 8/1/15	2,588		2,821
Oil States International, Inc. 6.5% 6/1/19	1,420		1,519
Pacific Drilling V Ltd. 7.25% 12/1/17 (h)	2,800		2,954
Precision Drilling Corp.:
6.5% 12/15/21	315		334
6.625% 11/15/20	1,580		1,675
Pride International, Inc. 6.875% 8/15/20	1,355		1,698
Transocean, Inc. 5.05% 12/15/16	3,719		4,143
Unit Corp. 6.625% 5/15/21	4,515		4,696
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
ENERGY - continued
Energy Equipment & Services - continued
Weatherford International Ltd.:
4.95% 10/15/13	$ 2,346		$ 2,406
5.15% 3/15/13	3,067		3,070
			60,889
Oil, Gas & Consumable Fuels - 1.1%
Access Midstream Partners LP/ACMP Finance Corp. 4.875% 5/15/23	1,680		1,659
Alpha Natural Resources, Inc.:
6% 6/1/19	1,735		1,575
6.25% 6/1/21	1,675		1,487
Anadarko Petroleum Corp.:
5.95% 9/15/16	1,489		1,712
6.375% 9/15/17	20,246		24,179
6.45% 9/15/36	4,261		5,228
Apache Corp. 3.25% 4/15/22	193		200
Atlas Pipeline Partners LP/Atlas Pipeline Finance Corp. 5.875% 8/1/23 (h)	1,155		1,149
Cenovus Energy, Inc. 4.5% 9/15/14	745		787
Continental Resources, Inc. 5% 9/15/22	2,690		2,838
Crestwood Midstream Partners LP/Finance Corp.:
7.75% 4/1/19	860		897
7.75% 4/1/19 (h)	1,130		1,170
DCP Midstream Operating LP:
2.5% 12/1/17	2,677		2,707
4.95% 4/1/22	1,048		1,129
Denbury Resources, Inc.:
4.625% 7/15/23	4,625		4,527
8.25% 2/15/20	1,973		2,215
Duke Energy Field Services:
5.375% 10/15/15 (h)	1,647		1,795
6.45% 11/3/36 (h)	3,753		4,218
El Paso Natural Gas Co. 5.95% 4/15/17	1,260		1,458
Enbridge Energy Partners LP 4.2% 9/15/21	6,629		7,012
Encana Holdings Finance Corp. 5.8% 5/1/14	3,892		4,107
Enterprise Products Operating LP:
5.6% 10/15/14	1,482		1,594
5.65% 4/1/13	410		411
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
EP Energy LLC/Everest Acquisition Finance, Inc. 7.75% 9/1/22	$ 885		$ 956
EPE Holdings LLC/EP Energy Bond Co., Inc. 8.125% 12/15/17 pay-in-kind (h)(l)	1,410		1,431
EV Energy Partners LP/EV Energy Finance Corp. 8% 4/15/19	1,715		1,796
Everest Acquisition LLC/Everest Acquisition Finance, Inc.:
6.875% 5/1/19	1,540		1,671
9.375% 5/1/20	4,780		5,437
Forest Oil Corp.:
7.25% 6/15/19	1,670		1,678
7.5% 9/15/20 (h)	1,735		1,861
Genesis Energy LP/Genesis Energy Finance Corp. 5.75% 2/15/21 (h)	575		594
Gulfstream Natural Gas System LLC 6.95% 6/1/16 (h)	677		793
Halcon Resources Corp. 8.875% 5/15/21 (h)	1,030		1,105
Kodiak Oil & Gas Corp.:
5.5% 1/15/21 (h)	485		502
8.125% 12/1/19	1,325		1,487
LINN Energy LLC/LINN Energy Finance Corp.:
6.25% 11/1/19 (h)	3,855		3,932
6.5% 5/15/19	1,820		1,879
Marathon Petroleum Corp.:
3.5% 3/1/16	409		437
5.125% 3/1/21	3,173		3,694
Markwest Energy Partners LP/Markwest Energy Finance Corp. 5.5% 2/15/23	610		637
Midcontinent Express Pipeline LLC 5.45% 9/15/14 (h)	2,559		2,668
Motiva Enterprises LLC:
5.75% 1/15/20 (h)	3,614		4,340
6.85% 1/15/40 (h)	2,906		3,916
Nakilat, Inc. 6.067% 12/31/33 (h)	1,839		2,234
Nexen, Inc.:
5.2% 3/10/15	1,224		1,324
6.2% 7/30/19	1,865		2,298
Occidental Petroleum Corp. 2.7% 2/15/23	1,608		1,623
Penn Virginia Resource Partners LP/Penn Virginia Finance Corp. 8.375% 6/1/20 (h)	425		448
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Petrobras International Finance Co. Ltd.:
3.875% 1/27/16	$ 5,238		$ 5,476
7.875% 3/15/19	5,564		6,811
Petroleos Mexicanos:
3.5% 1/30/23 (h)	4,530		4,439
4.875% 1/24/22	2,315		2,543
5.5% 1/21/21	5,342		6,109
5.5% 6/27/44	8,991		9,193
6% 3/5/20	1,974		2,321
6.5% 6/2/41	3,561		4,193
Phillips 66:
1.95% 3/5/15	1,526		1,560
2.95% 5/1/17	1,527		1,616
4.3% 4/1/22	5,338		5,884
5.875% 5/1/42	4,552		5,416
Plains All American Pipeline LP/PAA Finance Corp.:
3.65% 6/1/22	2,631		2,775
3.95% 9/15/15	308		332
6.125% 1/15/17	1,880		2,200
QR Energy LP/QRE Finance Corp. 9.25% 8/1/20	1,075		1,134
Rockies Express Pipeline LLC 6% 1/15/19 (h)	2,215		2,171
Southeast Supply Header LLC 4.85% 8/15/14 (h)	1,176		1,221
Spectra Energy Capital, LLC 5.65% 3/1/20	944		1,108
Spectra Energy Partners, LP:
2.95% 6/15/16	1,059		1,094
4.6% 6/15/21	1,296		1,384
Suncor Energy, Inc. 6.1% 6/1/18	7,771		9,422
Targa Resources Partners LP/Targa Resources Partners Finance Corp. 6.375% 8/1/22	760		828
Tesoro Corp.:
4.25% 10/1/17	765		796
5.375% 10/1/22	865		900
Texas Eastern Transmission LP 6% 9/15/17 (h)	948		1,120
TransCapitalInvest Ltd. 5.67% 3/5/14 (h)	5,281		5,476
Western Gas Partners LP 5.375% 6/1/21	7,147		8,082
			218,399
TOTAL ENERGY			279,288
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - 5.1%
Capital Markets - 0.7%
Bear Stearns Companies, Inc. 5.3% 10/30/15	$ 878		$ 972
BlackRock, Inc.:
3.375% 6/1/22	274		289
4.25% 5/24/21	414		465
Goldman Sachs Group, Inc.:
2.375% 1/22/18	10,000		10,132
5.75% 1/24/22	14,718		17,272
5.95% 1/18/18	4,242		4,962
6.15% 4/1/18	3,466		4,096
Lazard Group LLC:
6.85% 6/15/17	5,189		5,981
7.125% 5/15/15	1,855		2,057
Merrill Lynch & Co., Inc.:
6.11% 1/29/37	9,300		10,608
6.4% 8/28/17	4,204		4,936
7.75% 5/14/38	7,615		10,289
Morgan Stanley:
3.75% 2/25/23	6,745		6,816
4% 7/24/15	1,137		1,200
4.75% 4/1/14	335		347
4.875% 11/1/22	7,126		7,525
5.375% 10/15/15	15,930		17,390
5.5% 7/28/21	1,128		1,295
5.625% 9/23/19	453		524
5.75% 1/25/21	4,278		4,961
5.95% 12/28/17	250		290
6% 4/28/15	22,938		25,040
6.625% 4/1/18	1,494		1,778
UBS AG Stamford Branch 2.25% 1/28/14	1,003		1,018
			140,243
Commercial Banks - 1.1%
Associated Banc Corp. 5.125% 3/28/16	1,852		2,030
Bank of America NA 5.3% 3/15/17	14,681		16,457
BB&T Corp. 3.95% 3/22/22	1,495		1,602
CIT Group, Inc.:
4.25% 8/15/17	2,760		2,857
4.75% 2/15/15 (h)	4,790		5,041
5% 8/15/22	2,195		2,349
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Commercial Banks - continued
CIT Group, Inc.: - continued
5.25% 3/15/18	$ 3,215		$ 3,456
5.375% 5/15/20	2,805		3,057
5.5% 2/15/19 (h)	5,285		5,747
Comerica Bank 5.7% 6/1/14	507		537
Comerica, Inc. 4.8% 5/1/15	1,013		1,086
Credit Suisse 6% 2/15/18	12,547		14,477
Credit Suisse New York Branch 5.4% 1/14/20	1,200		1,347
Discover Bank:
7% 4/15/20	3,075		3,819
8.7% 11/18/19	532		712
Fifth Third Bancorp:
3.5% 3/15/22	529		552
4.5% 6/1/18	418		465
5.45% 1/15/17	1,848		2,084
8.25% 3/1/38	3,116		4,350
Fifth Third Bank 4.75% 2/1/15	680		727
Fifth Third Capital Trust IV 6.5% 4/15/67 (l)	3,790		3,795
HBOS PLC 6.75% 5/21/18 (h)	408		452
Huntington Bancshares, Inc. 7% 12/15/20	2,561		3,176
Intesa Sanpaolo SpA:
3.125% 1/15/16	9,095		8,974
3.875% 1/16/18	18,369		18,053
JPMorgan Chase Bank 6% 10/1/17	1,942		2,299
KeyBank NA:
5.45% 3/3/16	2,302		2,596
5.8% 7/1/14	7,641		8,153
KeyCorp. 5.1% 3/24/21	519		604
Marshall & Ilsley Bank:
4.85% 6/16/15	3,881		4,159
5% 1/17/17	7,888		8,672
Regions Bank:
6.45% 6/26/37	8,253		8,831
7.5% 5/15/18	6,849		8,356
Regions Financial Corp.:
5.75% 6/15/15	1,067		1,159
7.75% 11/10/14	4,922		5,427
Royal Bank of Scotland Group PLC 6.125% 12/15/22	35,362		37,110
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Commercial Banks - continued
SunTrust Banks, Inc.:
0.608% 4/1/15 (l)	$ 8,610		$ 8,443
3.5% 1/20/17	3,871		4,166
3.6% 4/15/16	252		270
UnionBanCal Corp.:
3.5% 6/18/22	5,802		6,034
5.25% 12/16/13	893		925
Wachovia Bank NA 4.8% 11/1/14	461		492
Wachovia Corp.:
5.625% 10/15/16	4,581		5,245
5.75% 6/15/17	1,728		2,034
Wells Fargo & Co.:
1.5% 7/1/15	1,400		1,425
3.676% 6/15/16	2,210		2,397
			225,999
Consumer Finance - 0.7%
Ally Financial, Inc.:
4.625% 6/26/15	2,540		2,670
5.5% 2/15/17	5,165		5,565
6.25% 12/1/17	1,800		2,009
American Express Credit Corp.:
2.75% 9/15/15	1,352		1,414
2.8% 9/19/16	519		549
American Honda Finance Corp. 1.45% 2/27/15 (h)	1,975		2,003
Discover Financial Services:
3.85% 11/21/22 (h)	1,983		2,029
5.2% 4/27/22	2,146		2,429
6.45% 6/12/17	10,512		12,347
Ford Motor Credit Co. LLC:
2.5% 1/15/16	14,000		14,254
3% 6/12/17	5,430		5,568
4.25% 2/3/17	8,050		8,618
5.75% 2/1/21	2,190		2,478
5.875% 8/2/21	2,820		3,216
General Electric Capital Corp.:
1% 12/11/15	4,600		4,632
2.1% 12/11/19	1,572		1,602
2.15% 1/9/15	2,265		2,327
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Consumer Finance - continued
General Electric Capital Corp.: - continued
2.25% 11/9/15	$ 534		$ 553
4.625% 1/7/21	703		795
5.625% 9/15/17	17,812		20,983
General Motors Acceptance Corp. 8% 11/1/31	3,240		4,050
GMAC LLC:
6.75% 12/1/14	2,355		2,532
8% 12/31/18	6,035		7,167
8% 11/1/31	21,966		27,567
HSBC USA, Inc. 1.625% 1/16/18	4,988		5,010
Hyundai Capital America:
1.625% 10/2/15 (h)	1,867		1,881
2.125% 10/2/17 (h)	2,063		2,081
			146,329
Diversified Financial Services - 0.9%
ABB Finance (USA), Inc. 2.875% 5/8/22	1,515		1,533
Bank of America Corp.:
3.875% 3/22/17	781		841
5.875% 2/7/42	6,365		7,742
6.5% 8/1/16	1,010		1,166
7.375% 5/15/14	26		28
BP Capital Markets PLC:
3.125% 10/1/15	1,114		1,180
4.5% 10/1/20	1,106		1,257
4.742% 3/11/21	4,210		4,871
Calpine Construction Finance Co. LP 8% 6/1/16 (h)	6,880		7,241
Citigroup, Inc.:
3.953% 6/15/16	5,674		6,099
4.05% 7/30/22	2,389		2,481
4.45% 1/10/17	14,158		15,636
4.5% 1/14/22	4,016		4,470
4.75% 5/19/15	13,577		14,571
5.875% 1/30/42	121		147
5.9% (i)(l)	5,610		5,708
6.125% 5/15/18	685		820
6.5% 8/19/13	18,301		18,796
General Motors Financial Co., Inc.:
4.75% 8/15/17 (h)	8,705		9,118
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Diversified Financial Services - continued
General Motors Financial Co., Inc.: - continued
6.75% 6/1/18	$ 6,765		$ 7,780
Icahn Enterprises LP/Icahn Enterprises Finance Corp.:
7.75% 1/15/16	7,625		7,940
8% 1/15/18	1,015		1,087
JPMorgan Chase & Co.:
3.15% 7/5/16	8,974		9,500
3.25% 9/23/22	10,000		10,095
3.4% 6/24/15	1,092		1,154
Landry's Acquisition Co. 9.375% 5/1/20 (h)	875		936
Lynx I Corp. 5.375% 4/15/21 (h)	770		791
Lynx II Corp. 6.375% 4/15/23 (h)	435		451
NSG Holdings II, LLC 7.75% 12/15/25 (h)	5,023		5,224
RBS Citizens Financial Group, Inc. 4.15% 9/28/22 (h)	5,782		5,918
Studio City Finance Ltd. 8.5% 12/1/20 (h)	5,600		6,160
TECO Finance, Inc.:
4% 3/15/16	1,242		1,338
5.15% 3/15/20	2,029		2,348
TransUnion Holding Co., Inc.:
8.125% 6/15/18 pay-in-kind (h)	1,155		1,210
9.625% 6/15/18 pay-in-kind	810		864
UPCB Finance III Ltd. 6.625% 7/1/20 (h)	2,150		2,306
Wind Acquisition Holdings Finance SA 12.25% 7/15/17 pay-in-kind (h)(l)	3,888		4,007
			172,814
Insurance - 0.8%
A-S Co.-Issuer Subsidiary, Inc./A-S Merger Sub LLC 7.875% 12/15/20 (h)	580		581
American International Group, Inc.:
2.375% 8/24/15	14,000		14,365
3.8% 3/22/17	5,298		5,753
4.875% 9/15/16	1,873		2,093
4.875% 6/1/22	3,800		4,311
5.85% 1/16/18	12,000		14,119
Aon Corp.:
3.125% 5/27/16	3,402		3,590
3.5% 9/30/15	3,819		4,022
5% 9/30/20	107		122
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Insurance - continued
Axis Capital Holdings Ltd. 5.75% 12/1/14	$ 329		$ 351
Great-West Life & Annuity Insurance Co. 7.153% 5/16/46 (h)(l)	2,008		2,068
Hartford Financial Services Group, Inc.:
4% 10/15/17	1,082		1,203
5.125% 4/15/22	9,846		11,347
5.375% 3/15/17	595		678
6.625% 4/15/42	8,421		10,887
Liberty Mutual Group, Inc.:
5% 6/1/21 (h)	6,063		6,625
6.5% 3/15/35 (h)	1,064		1,198
Marsh & McLennan Companies, Inc. 4.8% 7/15/21	4,128		4,677
Massachusetts Mutual Life Insurance Co. 5.375% 12/1/41 (h)	2,993		3,410
MetLife, Inc.:
1.756% 12/15/17 (e)	2,474		2,503
5% 6/15/15	686		751
6.75% 6/1/16	3,874		4,572
Metropolitan Life Global Funding I 3% 1/10/23 (h)	3,522		3,515
Monumental Global Funding III 5.5% 4/22/13 (h)	2,967		2,987
Northwestern Mutual Life Insurance Co. 6.063% 3/30/40 (h)	3,585		4,552
Pacific Life Global Funding 5.15% 4/15/13 (h)	1,422		1,429
Pacific Life Insurance Co. 9.25% 6/15/39 (h)	3,048		4,454
Pacific LifeCorp:
5.125% 1/30/43 (h)	5,462		5,346
6% 2/10/20 (h)	7,857		9,034
Prudential Financial, Inc.:
3.875% 1/14/15	2,500		2,637
4.5% 11/16/21	1,461		1,624
7.375% 6/15/19	1,880		2,411
QBE Insurance Group Ltd. 5.647% 7/1/23 (h)(l)	544		542
Symetra Financial Corp. 6.125% 4/1/16 (h)	6,715		7,463
Unum Group:
5.625% 9/15/20	2,879		3,331
5.75% 8/15/42	5,561		6,014
7.125% 9/30/16	1,802		2,106
			156,671
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Investment Trusts - 0.5%
Alexandria Real Estate Equities, Inc. 4.6% 4/1/22	$ 1,705		$ 1,842
AvalonBay Communities, Inc. 4.95% 3/15/13	216		216
Boston Properties, Inc. 3.85% 2/1/23	6,720		7,118
BRE Properties, Inc. 5.5% 3/15/17	2,027		2,303
Camden Property Trust:
2.95% 12/15/22	2,154		2,094
5.375% 12/15/13	2,150		2,224
DDR Corp. 4.625% 7/15/22	3,877		4,191
Developers Diversified Realty Corp.:
4.75% 4/15/18	4,595		5,081
7.5% 4/1/17	4,966		5,922
9.625% 3/15/16	1,675		2,047
Duke Realty LP:
3.875% 10/15/22	4,238		4,352
4.375% 6/15/22	3,202		3,416
4.625% 5/15/13	1,007		1,014
5.4% 8/15/14	1,096		1,158
5.5% 3/1/16	2,930		3,231
6.75% 3/15/20	1,161		1,420
8.25% 8/15/19	1,838		2,393
Equity One, Inc.:
3.75% 11/15/22	7,300		7,169
5.375% 10/15/15	672		734
6% 9/15/17	666		762
6.25% 1/15/17	530		604
Federal Realty Investment Trust:
5.4% 12/1/13	257		266
5.9% 4/1/20	1,379		1,643
6.2% 1/15/17	365		425
HCP, Inc. 3.15% 8/1/22	8,000		7,959
Health Care REIT, Inc.:
2.25% 3/15/18	11,764		11,870
4.125% 4/1/19	11,300		12,287
HRPT Properties Trust:
5.75% 11/1/15	1,241		1,347
6.25% 6/15/17	726		793
6.65% 1/15/18	490		557
Omega Healthcare Investors, Inc.:
5.875% 3/15/24	3,200		3,376
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
Omega Healthcare Investors, Inc.: - continued
6.75% 10/15/22	$ 1,885		$ 2,078
Washington (REIT) 5.25% 1/15/14	988		1,019
Weingarten Realty Investors 3.375% 10/15/22	1,098		1,079
			103,990
Real Estate Management & Development - 0.4%
AMB Property LP 5.9% 8/15/13	1,520		1,550
BioMed Realty LP:
3.85% 4/15/16	6,469		6,889
4.25% 7/15/22	2,511		2,630
6.125% 4/15/20	1,822		2,129
Brandywine Operating Partnership LP:
3.95% 2/15/23	6,445		6,489
4.95% 4/15/18	2,451		2,725
5.7% 5/1/17	268		303
6% 4/1/16	2,467		2,768
7.5% 5/15/15	698		785
CB Richard Ellis Services, Inc. 6.625% 10/15/20	900		974
Digital Realty Trust LP:
4.5% 7/15/15	2,465		2,625
5.25% 3/15/21	2,876		3,197
ERP Operating LP 5.75% 6/15/17	1,446		1,696
Host Hotels & Resorts LP 4.75% 3/1/23	1,290		1,380
Liberty Property LP:
3.375% 6/15/23	2,951		2,918
4.125% 6/15/22	2,746		2,881
4.75% 10/1/20	6,595		7,265
5.125% 3/2/15	1,317		1,411
5.5% 12/15/16	2,022		2,292
Mack-Cali Realty LP:
2.5% 12/15/17	4,037		4,091
4.5% 4/18/22	1,689		1,797
7.75% 8/15/19	2,149		2,722
Post Apartment Homes LP 3.375% 12/1/22	1,196		1,189
Prime Property Funding, Inc.:
5.125% 6/1/15 (h)	2,161		2,284
5.5% 1/15/14 (h)	935		963
5.7% 4/15/17 (h)	2,286		2,523
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Management & Development - continued
Realogy Corp. 9% 1/15/20 (h)	$ 1,170		$ 1,343
Regency Centers LP:
4.95% 4/15/14	360		375
5.25% 8/1/15	3,216		3,505
5.875% 6/15/17	639		736
Simon Property Group LP:
2.8% 1/30/17	67		71
4.2% 2/1/15	1,785		1,886
Tanger Properties LP:
6.125% 6/1/20	7,035		8,618
6.15% 11/15/15	900		1,021
Ventas Realty LP 2% 2/15/18	3,611		3,621
Weekley Homes LLC/Weekley Finance Corp. 6% 2/1/23 (h)	510		520
			90,172
TOTAL FINANCIALS			1,036,218
HEALTH CARE - 1.0%
Biotechnology - 0.1%
Amgen, Inc.:
3.875% 11/15/21	1,497		1,629
5.15% 11/15/41	14,179		15,531
Celgene Corp. 2.45% 10/15/15	1,882		1,952
			19,112
Health Care Equipment & Supplies - 0.0%
Aviv Healthcare Properties LP/Aviv Healthcare Capital Corp. 7.75% 2/15/19	2,945		3,159
Teleflex, Inc. 6.875% 6/1/19	1,665		1,811
			4,970
Health Care Providers & Services - 0.7%
Aetna, Inc.:
1.5% 11/15/17	706		709
2.75% 11/15/22	2,850		2,782
4.125% 11/15/42	1,591		1,530
Community Health Systems, Inc.:
5.125% 8/15/18	1,275		1,340
7.125% 7/15/20	1,305		1,408
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
HEALTH CARE - continued
Health Care Providers & Services - continued
Coventry Health Care, Inc.:
5.95% 3/15/17	$ 1,030		$ 1,199
6.3% 8/15/14	2,132		2,289
DaVita, Inc.:
5.75% 8/15/22	1,215		1,267
6.625% 11/1/20	1,555		1,691
Express Scripts Holding Co.:
3.9% 2/15/22	1,585		1,689
4.75% 11/15/21	9,848		11,123
6.125% 11/15/41	4,534		5,666
Express Scripts, Inc.:
3.125% 5/15/16	5,121		5,405
6.25% 6/15/14	1,491		1,593
Fresenius Medical Care US Finance II, Inc. 6.5% 9/15/18 (h)	665		758
HCA Holdings, Inc.:
6.25% 2/15/21	1,415		1,495
7.75% 5/15/21	13,495		14,895
HCA, Inc.:
4.75% 5/1/23	2,715		2,708
5.875% 3/15/22	5,645		6,082
5.875% 5/1/23	2,555		2,644
6.5% 2/15/20	10,450		11,769
7.5% 2/15/22	3,250		3,750
7.875% 2/15/20	2,825		3,132
9.875% 2/15/17	551		579
HealthSouth Corp. 5.75% 11/1/24	780		784
Legend Acquisition Sub, Inc. 10.75% 8/15/20 (h)	2,940		2,528
Medco Health Solutions, Inc.:
2.75% 9/15/15	3,610		3,773
4.125% 9/15/20	3,728		4,052
Multiplan, Inc. 9.875% 9/1/18 (h)	3,385		3,757
Radiation Therapy Services, Inc. 8.875% 1/15/17	2,875		2,825
Rural/Metro Corp. 10.125% 7/15/19 (h)	995		980
Sabra Health Care LP/Sabra Capital Corp. 8.125% 11/1/18	1,550		1,674
Surgical Care Affiliates LLC 8.875% 7/15/15 pay-in-kind (h)(l)	4,790		4,886
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
HEALTH CARE - continued
Health Care Providers & Services - continued
Tenet Healthcare Corp.:
4.5% 4/1/21 (h)	$ 1,030		$ 1,015
8.875% 7/1/19	4,610		5,209
9.875% 7/1/14	4,690		5,147
UnitedHealth Group, Inc.:
1.4% 10/15/17	1,172		1,177
1.625% 3/15/19	1,694		1,697
2.75% 2/15/23	957		946
2.875% 3/15/23	7,311		7,286
3.95% 10/15/42	1,306		1,233
4.25% 3/15/43	4,000		3,949
WellPoint, Inc.:
1.25% 9/10/15	89		90
1.875% 1/15/18	161		163
3.3% 1/15/23	3,769		3,815
4.65% 1/15/43	4,578		4,631
			149,120
Health Care Technology - 0.0%
IMS Health, Inc. 6% 11/1/20 (h)	715		744
Pharmaceuticals - 0.2%
AbbVie, Inc.:
1.75% 11/6/17 (h)	5,738		5,810
2.9% 11/6/22 (h)	5,885		5,883
4.4% 11/6/42 (h)	5,747		5,846
Novartis Capital Corp. 2.4% 9/21/22	1,088		1,078
Valeant Pharmaceuticals International 6.375% 10/15/20 (h)	1,445		1,555
VPI Escrow Corp. 6.375% 10/15/20 (h)	2,600		2,795
Watson Pharmaceuticals, Inc.:
1.875% 10/1/17	1,940		1,957
5% 8/15/14	2,209		2,337
Zoetis, Inc.:
1.15% 2/1/16 (h)	5,035		5,050
1.875% 2/1/18 (h)	898		901
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
HEALTH CARE - continued
Pharmaceuticals - continued
Zoetis, Inc.: - continued
3.25% 2/1/23 (h)	$ 2,190		$ 2,204
4.7% 2/1/43 (h)	2,197		2,251
			37,667
TOTAL HEALTH CARE			211,613
INDUSTRIALS - 0.8%
Aerospace & Defense - 0.0%
BAE Systems Holdings, Inc.:
4.95% 6/1/14 (h)	1,753		1,832
6.375% 6/1/19 (h)	3,650		4,355
Bombardier, Inc. 6.125% 1/15/23 (h)	1,145		1,172
DigitalGlobe, Inc. 5.25% 2/1/21 (h)	425		421
GenCorp, Inc. 7.125% 3/15/21 (h)	320		333
			8,113
Air Freight & Logistics - 0.0%
United Parcel Service, Inc. 2.45% 10/1/22	1,559		1,547
Airlines - 0.1%
Continental Airlines, Inc.:
pass-thru trust certificates:
8.388% 5/1/22	60		63
9.798% 4/1/21	2,861		3,233
6.125% 4/29/18 (h)	415		414
6.648% 3/15/19	3,020		3,235
6.9% 7/2/19	852		908
7.339% 4/19/14	669		682
U.S. Airways pass-thru trust certificates:
6.85% 1/30/18	1,747		1,835
8.36% 1/20/19	1,442		1,576
			11,946
Building Products - 0.1%
Associated Materials LLC 9.125% 11/1/17	465		485
BC Mountain LLC/BC Mountain Finance, Inc. 7% 2/1/21 (h)	330		342
Gibraltar Industries, Inc. 6.25% 2/1/21 (h)	185		196
HD Supply, Inc.:
8.125% 4/15/19 (h)	2,870		3,236
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
INDUSTRIALS - continued
Building Products - continued
HD Supply, Inc.: - continued
10.5% 1/15/21 (h)	$ 750		$ 775
Isabelle Acquisition Sub, Inc. 10% 11/15/18 pay-in-kind (h)(l)	330		363
Nortek, Inc. 8.5% 4/15/21 (h)	925		1,018
Ply Gem Industries, Inc. 8.25% 2/15/18	3,300		3,572
USG Corp.:
6.3% 11/15/16	170		179
7.875% 3/30/20 (h)	905		1,036
9.75% 1/15/18	975		1,147
			12,349
Commercial Services & Supplies - 0.2%
APX Group, Inc.:
6.375% 12/1/19 (h)	3,360		3,280
8.75% 12/1/20 (h)	2,240		2,218
ARAMARK Corp. 5.75% 3/15/20 (h)(j)	1,345		1,374
ARAMARK Holdings Corp. 8.625% 5/1/16 pay-in-kind (h)(l)	2,045		2,088
Clean Harbors, Inc. 5.125% 6/1/21 (h)	740		751
Covanta Holding Corp.:
6.375% 10/1/22	1,290		1,399
7.25% 12/1/20	1,920		2,106
International Lease Finance Corp.:
5.625% 9/20/13	5,290		5,399
5.65% 6/1/14	4,439		4,639
6.375% 3/25/13	6,647		6,667
6.625% 11/15/13	8,252		8,541
Tervita Corp.:
8% 11/15/18 (h)	1,025		1,056
9.75% 11/1/19 (h)	2,655		2,628
WP Rocket Merger Sub, Inc. 10.125% 7/15/19 (h)	1,200		1,188
			43,334
Electrical Equipment - 0.0%
Anixter International, Inc. 5.625% 5/1/19	705		746
Industrial Conglomerates - 0.1%
General Electric Co. 4.125% 10/9/42	17,973		17,969
Machinery - 0.0%
Briggs & Stratton Corp. 6.875% 12/15/20	920		1,040
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
INDUSTRIALS - continued
Machinery - continued
Deere & Co. 2.6% 6/8/22	$ 1,988		$ 2,003
TRAC Intermodal LLC/TRAC Intermodal Corp. 11% 8/15/19 (h)	910		974
			4,017
Marine - 0.0%
Navios Maritime Acquisition Corp./Navios Acquisition Finance US, Inc. 8.625% 11/1/17	1,035		1,036
Navios Maritime Holdings, Inc.:
8.125% 2/15/19	1,725		1,492
8.875% 11/1/17	1,420		1,445
Navios South American Logisitcs, Inc./Navios Logistics Finance U.S., Inc. 9.25% 4/15/19	505		530
			4,503
Professional Services - 0.0%
FTI Consulting, Inc. 6% 11/15/22 (h)	1,515		1,564
Road & Rail - 0.1%
Burlington Northern Santa Fe LLC:
4.4% 3/15/42	9,840		9,910
5.05% 3/1/41	7,178		7,954
HDTFS, Inc.:
5.875% 10/15/20 (h)	1,120		1,163
6.25% 10/15/22 (h)	800		860
NESCO LLC/NESCO Holdings Corp. 11.75% 4/15/17 (h)	965		1,049
Western Express, Inc. 12.5% 4/15/15 (h)	3,725		2,663
			23,599
Trading Companies & Distributors - 0.2%
International Lease Finance Corp.:
5.75% 5/15/16	1,840		1,979
5.875% 5/1/13	3,460		3,482
6.25% 5/15/19	3,035		3,324
7.125% 9/1/18 (h)	5,560		6,498
8.25% 12/15/20	4,165		5,102
8.625% 9/15/15	4,640		5,278
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
INDUSTRIALS - continued
Trading Companies & Distributors - continued
International Lease Finance Corp.: - continued
8.625% 1/15/22	$ 3,910		$ 4,966
VWR Funding, Inc. 7.25% 9/15/17 (h)	2,695		2,836
			33,465
TOTAL INDUSTRIALS			163,152
INFORMATION TECHNOLOGY - 0.4%
Communications Equipment - 0.1%
Avaya, Inc.:
7% 4/1/19 (h)	2,295		2,192
9% 4/1/19 (h)	3,495		3,595
10.125% 11/1/15 pay-in-kind (l)	4,428		4,356
Hughes Satellite Systems Corp. 6.5% 6/15/19	7,595		8,317
Lucent Technologies, Inc.:
6.45% 3/15/29	11,996		9,327
6.5% 1/15/28	1,110		855
			28,642
Electronic Equipment & Components - 0.0%
Infor US, Inc. 9.375% 4/1/19	755		847
Tyco Electronics Group SA:
1.6% 2/3/15	156		158
5.95% 1/15/14	4,453		4,651
6.55% 10/1/17	815		974
			6,630
Internet Software & Services - 0.0%
Cyrusone LP/Cyrusone Finance Corp. 6.375% 11/15/22 (h)	885		943
IAC/InterActiveCorp 4.75% 12/15/22 (h)	1,475		1,434
			2,377
IT Services - 0.2%
Ceridian Corp. 8.875% 7/15/19 (h)	1,110		1,243
First Data Corp.:
6.75% 11/1/20 (h)	6,215		6,370
11.25% 1/15/21 (h)	4,125		4,192
SunGard Data Systems, Inc.:
4.875% 1/15/14	12,355		12,664
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
INFORMATION TECHNOLOGY - continued
IT Services - continued
SunGard Data Systems, Inc.: - continued
6.625% 11/1/19 (h)	$ 2,205		$ 2,252
The Western Union Co. 2.375% 12/10/15	128		130
WEX, Inc. 4.75% 2/1/23 (h)	615		597
WideOpenWest Finance LLC/WideOpenWest Capital Corp.:
10.25% 7/15/19 (h)	3,270		3,540
13.375% 10/15/19 (h)	1,780		1,931
			32,919
Office Electronics - 0.1%
Xerox Corp.:
1.1101% 5/16/14 (l)	8,470		8,454
2.95% 3/15/17	947		971
4.25% 2/15/15	1,130		1,189
			10,614
Semiconductors & Semiconductor Equipment - 0.0%
Freescale Semiconductor, Inc. 10.125% 3/15/18 (h)	3,182		3,524
NXP BV/NXP Funding LLC:
3.054% 10/15/13 (l)	85		85
5.75% 2/15/21 (h)	1,595		1,631
9.75% 8/1/18 (h)	380		434
Spansion LLC:
7.875% 11/15/17	1,150		1,208
11.25% 1/15/16 (d)(h)	905		0
Viasystems, Inc. 7.875% 5/1/19 (h)	2,570		2,679
			9,561
Software - 0.0%
Nuance Communications, Inc. 5.375% 8/15/20 (h)	640		648
TOTAL INFORMATION TECHNOLOGY			91,391
MATERIALS - 0.5%
Chemicals - 0.1%
Axiall Corp. 4.875% 5/15/23 (h)	380		385
Eagle Spinco, Inc. 4.625% 2/15/21 (h)	640		648
Ecolab, Inc. 1.45% 12/8/17	3,078		3,064
Hexion US Finance Corp. 6.625% 4/15/20 (h)	2,810		2,764
INEOS Group Holdings PLC 8.5% 2/15/16 (h)	3,470		3,526
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
MATERIALS - continued
Chemicals - continued
Kinove German Bondco GmbH 9.625% 6/15/18 (h)	$ 1,060		$ 1,166
MPM Escrow LLC/MPM Finance Escrow Corp. 8.875% 10/15/20	3,135		3,217
Orion Engineered Carbons Finance & Co. SCA 9.25% 8/1/19 pay-in-kind (h)(l)	1,000		998
PolyOne Corp. 5.25% 3/15/23 (h)	1,360		1,374
Rockwood Specialties Group, Inc. 4.625% 10/15/20	2,285		2,362
The Dow Chemical Co. 7.6% 5/15/14	3,698		3,999
Trinseo Materials Operating SCA/Trinseo Materials Finance, Inc. 8.75% 2/1/19 (h)	2,835		2,821
U.S. Coatings Acquisition, Inc./Flash Dutch 2 BV 7.375% 5/1/21 (h)	585		608
			26,932
Construction Materials - 0.0%
CEMEX Finance LLC 9.375% 10/12/22 (h)	1,420		1,651
CEMEX SA de CV 5.311% 9/30/15 (h)(l)	2,815		2,857
CRH America, Inc. 6% 9/30/16	2,470		2,814
			7,322
Containers & Packaging - 0.1%
ARD Finance SA 11.125% 6/1/18 pay-in-kind (h)	1,937		2,101
Ardagh Packaging Finance PLC:
7.375% 10/15/17 (h)	200		218
9.125% 10/15/20 (h)	685		747
Ardagh Packaging Finance PLC / Ardagh MP Holdings USA, Inc.:
7.375% 10/15/17 (h)	300		326
9.125% 10/15/20 (h)	690		750
Ardagh Packaging Finance PLC/Ardagh MP Holdings USA, Inc.:
4.875% 11/15/22 (h)	275		272
7% 11/15/20 (h)	715		720
Consolidated Container Co. LLC/Consolidated Container Capital, Inc. 10.125% 7/15/20 (h)	555		597
Crown Americas LLC/Crown Americas Capital Corp. III 6.25% 2/1/21	2,040		2,224
Owens-Illinois, Inc. 7.8% 5/15/18	350		410
Pretium Packaging LLC/Pretium Finance, Inc. 11.5% 4/1/16	1,775		1,882
Sappi Papier Holding GmbH 6.625% 4/15/21 (h)	375		388
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
MATERIALS - continued
Containers & Packaging - continued
Sealed Air Corp. 6.5% 12/1/20 (h)	$ 1,065		$ 1,158
Tekni-Plex, Inc. 9.75% 6/1/19 (h)	1,165		1,282
			13,075
Metals & Mining - 0.2%
Anglo American Capital PLC 9.375% 4/8/14 (h)	2,700		2,940
Calcipar SA 6.875% 5/1/18 (h)	720		755
Corporacion Nacional del Cobre de Chile (Codelco) 3.875% 11/3/21 (h)	7,189		7,590
Edgen Murray Corp. 8.75% 11/1/20 (h)	1,135		1,158
FMG Resources (August 2006) Pty Ltd.:
6% 4/1/17 (h)	1,770		1,836
6.375% 2/1/16 (h)	1,180		1,230
6.875% 4/1/22 (h)	1,770		1,894
7% 11/1/15 (h)	1,865		1,954
Inmet Mining Corp. 7.5% 6/1/21 (h)	725		774
New Gold, Inc.:
6.25% 11/15/22 (h)	615		649
7% 4/15/20 (h)	345		370
Prince Mineral Holding Corp. 11.5% 12/15/19 (h)	405		437
Rain CII Carbon LLC/CII Carbon Corp.:
8% 12/1/18 (h)	1,335		1,402
8.25% 1/15/21 (h)	750		797
Ryerson, Inc./Joseph T Ryerson & Son, Inc.:
9% 10/15/17 (h)	3,375		3,696
11.25% 10/15/18 (h)	745		760
Severstal Columbus LLC 10.25% 2/15/18	4,845		5,184
Steel Dynamics, Inc.:
6.125% 8/15/19 (h)	1,115		1,193
6.375% 8/15/22 (h)	990		1,057
Vale Overseas Ltd. 6.25% 1/23/17	3,128		3,578
			39,254
Paper & Forest Products - 0.1%
Boise Cascade LLC/Boise Cascade Finance Corp. 6.375% 11/1/20 (h)	350		370
Clearwater Paper Corp. 4.5% 2/1/23 (h)	1,250		1,234
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
MATERIALS - continued
Paper & Forest Products - continued
Verso Paper Holdings LLC/Verso Paper, Inc.:
11.75% 1/15/19	$ 4,605		$ 4,858
11.75% 1/15/19	2,615		1,915
			8,377
TOTAL MATERIALS			94,960
TELECOMMUNICATION SERVICES - 0.8%
Diversified Telecommunication Services - 0.4%
Altice Financing SA 7.875% 12/15/19 (h)	550		594
Altice Finco SA 9.875% 12/15/20 (h)	585		649
AT&T, Inc.:
2.4% 8/15/16	293		307
2.5% 8/15/15	1,139		1,186
4.35% 6/15/45 (h)	1,320		1,242
5.55% 8/15/41	12,789		14,428
6.3% 1/15/38	5,000		6,093
BellSouth Capital Funding Corp. 7.875% 2/15/30	68		88
Broadview Networks Holdings, Inc. 10.5% 11/15/17	1,908		1,850
CenturyLink, Inc.:
5.15% 6/15/17	440		463
6% 4/1/17	3,101		3,362
6.15% 9/15/19	3,331		3,590
Eileme 1 AB 14.25% 8/15/20 pay-in-kind (h)	2,288		2,482
Eileme 2 AB 11.625% 1/31/20 (h)	1,725		1,992
Embarq Corp.:
7.082% 6/1/16	3,027		3,478
7.995% 6/1/36	2,621		2,781
FairPoint Communications, Inc. 8.75% 8/15/19 (h)	365		364
Frontier Communications Corp. 7.125% 1/15/23	2,055		2,112
Level 3 Communications, Inc. 8.875% 6/1/19 (h)	435		471
Level 3 Financing, Inc. 7% 6/1/20 (h)	1,460		1,540
Sprint Capital Corp.:
6.875% 11/15/28	1,415		1,429
6.9% 5/1/19	7,925		8,618
8.75% 3/15/32	3,565		4,189
Verizon Communications, Inc.:
3.85% 11/1/42	11,300		10,179
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
TELECOMMUNICATION SERVICES - continued
Diversified Telecommunication Services - continued
Verizon Communications, Inc.: - continued
6.1% 4/15/18	$ 1,909		$ 2,325
6.25% 4/1/37	3,729		4,615
Wind Acquisition Finance SA 7.25% 2/15/18 (h)	1,860		1,916
			82,343
Wireless Telecommunication Services - 0.4%
America Movil S.A.B. de CV:
2.375% 9/8/16	307		318
3.625% 3/30/15	2,672		2,816
Clearwire Communications LLC/Clearwire Finance, Inc.:
12% 12/1/15 (h)	1,082		1,171
14.75% 12/1/16 (h)	3,050		4,278
Digicel Group Ltd.:
6% 4/15/21 (h)(j)	2,805		2,798
7% 2/15/20 (h)	275		289
8.25% 9/30/20 (h)	4,060		4,330
12% 4/1/14 (h)	3,990		4,259
DIRECTV Holdings LLC/DIRECTV Financing, Inc. 6.35% 3/15/40	1,699		1,874
Intelsat Jackson Holdings SA:
6.625% 12/15/22 (h)	2,670		2,697
7.25% 4/1/19	7,260		7,805
7.5% 4/1/21	5,500		5,954
NII Capital Corp. 7.625% 4/1/21	2,609		1,826
NII International Telecom S.C.A. 11.375% 8/15/19 (h)	1,165		1,212
SBA Communications Corp. 5.625% 10/1/19 (h)	1,870		1,919
Sprint Nextel Corp.:
6% 11/15/22	10,910		11,019
7% 8/15/20	5,860		6,373
9% 11/15/18 (h)	6,595		8,178
Vodafone Group PLC 5% 12/16/13	2,129		2,205
			71,321
TOTAL TELECOMMUNICATION SERVICES			153,664
UTILITIES - 1.4%
Electric Utilities - 0.6%
AmerenUE 6.4% 6/15/17	4,026		4,878
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
UTILITIES - continued
Electric Utilities - continued
American Electric Power Co., Inc.:
1.65% 12/15/17	$ 2,349		$ 2,357
2.95% 12/15/22	2,224		2,216
Cleveland Electric Illuminating Co. 5.65% 12/15/13	6,403		6,635
Commonwealth Edison Co. 1.95% 9/1/16	183		190
Duke Capital LLC 5.668% 8/15/14	2,770		2,955
Duquesne Light Holdings, Inc.:
5.9% 12/1/21 (h)	3,934		4,661
6.4% 9/15/20 (h)	8,922		10,730
Edison International 3.75% 9/15/17	3,355		3,646
Edison Mission Energy 7% 5/15/17 (d)	510		258
Entergy Louisiana LLC 1.875% 12/15/14	168		171
FirstEnergy Corp.:
2.75% 3/15/18	2,486		2,486
4.25% 3/15/23	7,046		7,041
7.375% 11/15/31	8,041		9,550
FirstEnergy Solutions Corp.:
4.8% 2/15/15	3,304		3,529
6.05% 8/15/21	9,830		11,701
InterGen NV 9% 6/30/17 (h)	7,050		6,733
IPALCO Enterprises, Inc. 7.25% 4/1/16 (h)	3,670		4,110
LG&E and KU Energy LLC:
2.125% 11/15/15	3,785		3,878
3.75% 11/15/20	745		792
Mirant Americas Generation LLC:
8.5% 10/1/21	6,695		7,867
9.125% 5/1/31	1,745		1,941
Nevada Power Co.:
6.5% 5/15/18	5,100		6,327
6.5% 8/1/18	1,191		1,489
NextEra Energy Capital Holdings, Inc. 1.611% 6/1/14	513		518
Pennsylvania Electric Co. 6.05% 9/1/17	450		526
Pepco Holdings, Inc. 2.7% 10/1/15	3,805		3,950
Progress Energy, Inc.:
4.4% 1/15/21	336		374
6% 12/1/39	3,060		3,712
Sierra Pacific Power Co. 5.45% 9/1/13	1,183		1,211
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
UTILITIES - continued
Electric Utilities - continued
Southern Co. 2.375% 9/15/15	$ 326		$ 339
West Penn Power Co. 5.95% 12/15/17 (h)	10,500		12,381
			129,152
Gas Utilities - 0.0%
AmeriGas Finance LLC/AmeriGas Finance Corp.:
6.75% 5/20/20	830		894
7% 5/20/22	1,785		1,928
Southern Natural Gas Co. 5.9% 4/1/17 (h)	260		304
Southern Natural Gas Co. / Southern Natural Issuing Corp. 4.4% 6/15/21	1,753		1,922
Star Gas Partners LP/Star Gas Finance Co. 8.875% 12/1/17	950		962
			6,010
Independent Power Producers & Energy Traders - 0.4%
Atlantic Power Corp. 9% 11/15/18	1,655		1,787
Calpine Corp. 7.875% 1/15/23 (h)	5,578		6,122
Energy Future Intermediate Holding Co. LLC/Energy Future Intermediate Holding Finance, Inc.:
10% 12/1/20	3,174		3,610
10% 12/1/20 (h)	8,915		10,052
11% 10/1/21	6,978		7,746
11.75% 3/1/22 (h)	19,685		22,736
GenOn Energy, Inc.:
9.5% 10/15/18	520		619
9.875% 10/15/20	1,743		2,004
NRG Energy, Inc. 6.625% 3/15/23 (h)	3,130		3,326
PSEG Power LLC 2.75% 9/15/16	1,379		1,436
RRI Energy, Inc. 7.625% 6/15/14	1,940		2,071
The AES Corp.:
7.375% 7/1/21	1,580		1,785
7.75% 10/15/15	4,660		5,184
TXU Corp.:
5.55% 11/15/14	61		53
6.5% 11/15/24	4,555		3,086
6.55% 11/15/34	7,295		4,815
			76,432
Multi-Utilities - 0.4%
Ameren Illinois Co. 6.125% 11/15/17	243		293
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
UTILITIES - continued
Multi-Utilities - continued
Consolidated Edison Co. of New York, Inc. 5.7% 6/15/40	$ 1,866		$ 2,369
Dominion Resources, Inc.:
1.95% 8/15/16	203		210
2.611% 9/30/66 (l)	14,833		13,855
7.5% 6/30/66 (l)	2,474		2,746
MidAmerican Energy Holdings, Co. 6.5% 9/15/37	1,418		1,860
National Grid PLC 6.3% 8/1/16	845		982
NiSource Finance Corp.:
4.45% 12/1/21	2,441		2,675
5.25% 9/15/17	497		571
5.25% 2/15/43	5,559		5,900
5.4% 7/15/14	1,816		1,926
5.45% 9/15/20	598		701
5.8% 2/1/42	3,125		3,489
5.95% 6/15/41	5,667		6,400
6.15% 3/1/13	1,839		1,839
6.4% 3/15/18	1,788		2,146
6.8% 1/15/19	2,710		3,315
Puget Energy, Inc. 5.625% 7/15/22	3,935		4,288
Sempra Energy:
2% 3/15/14	1,950		1,975
2.3% 4/1/17	5,903		6,129
2.875% 10/1/22	2,361		2,355
Wisconsin Energy Corp. 6.25% 5/15/67 (l)	3,876		4,207
			70,231
TOTAL UTILITIES			281,825
TOTAL NONCONVERTIBLE BONDS			2,680,260
TOTAL CORPORATE BONDS (Cost $2,529,943)		2,706,379
U.S. Treasury Obligations - 5.3%
U.S. Treasury Bonds 3.125% 2/15/43	105,289		105,980
U.S. Treasury Notes:
0.375% 1/15/16	200,345		200,580
U.S. Treasury Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Treasury Notes: - continued
0.375% 2/15/16	$ 28,000		$ 28,024
0.875% 1/31/18	281,755		283,472
1.25% 2/29/20	320,105		320,005
1.625% 11/15/22	98,817		96,794
1.75% 5/15/22 (k)	29,991		29,972
2% 2/15/23	12,457		12,587
TOTAL U.S. TREASURY OBLIGATIONS (Cost $1,071,756)		1,077,414
U.S. Government Agency - Mortgage Securities - 5.4%
Fannie Mae - 4.5%
2.5% 3/1/28 (j)	24,800		25,759
2.5% 3/1/28 (j)	12,300		12,776
2.5% 3/1/28 (j)	13,100		13,607
2.5% 3/1/28 (j)	8,800		9,140
2.559% 6/1/36 (l)	142		152
2.944% 7/1/37 (l)	351		372
3% 5/1/27	55		58
3% 3/1/28 (j)	26,400		27,790
3.5% 3/1/22 to 11/1/42	16,084		17,059
3.5% 3/1/28 (j)	12,000		12,723
3.5% 3/1/28 (j)	1,800		1,908
3.5% 7/1/42	129		137
3.5% 8/1/42	159		169
3.5% 8/1/42	126		134
4% 4/1/24 to 4/1/42	62,274		66,687
4% 3/1/28 (j)	8,000		8,562
4% 3/1/28 (j)	17,100		18,301
4% 3/1/28 (j)	8,100		8,669
4% 9/1/41	114		122
4% 3/1/43 (j)	56,400		60,128
4% 3/1/43 (j)	69,600		74,200
4% 3/1/43 (j)	4,000		4,264
4% 3/1/43 (j)	21,500		22,921
4.5% 11/1/19 to 8/1/41	18,376		19,833
4.5% 3/1/43 (j)	98,900		106,476
4.5% 3/1/43 (j)	42,000		45,217
4.5% 3/1/43 (j)	6,000		6,460
4.5% 3/1/43 (j)	27,300		29,391
5% 12/1/25	49		53
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Fannie Mae - continued
5% 3/1/43 (j)	$ 36,000		$ 38,984
5% 3/1/43 (j)	25,500		27,614
5% 3/1/43 (j)	4,000		4,332
5% 3/1/43 (j)	2,600		2,816
5% 3/1/43 (j)	13,600		14,727
5.5% 5/1/33 to 3/1/40	26,395		29,001
5.5% 3/1/43 (j)	63,800		69,516
5.5% 3/1/43 (j)	2,000		2,179
5.5% 3/1/43 (j)	6,300		6,864
5.5% 3/1/43 (j)	11,200		12,203
6% 6/1/35 to 4/1/40	24,205		26,614
6% 3/1/43 (j)	56,000		61,386
6% 3/1/43 (j)	2,000		2,192
6% 3/1/43 (j)	15,800		17,320
6.5% 7/1/32 to 8/1/36	879		1,004
TOTAL FANNIE MAE			909,820
Freddie Mac - 0.5%
3.439% 10/1/35 (l)	203		218
3.5% 2/1/32 to 11/1/42	15,256		16,187
4% 6/1/24 to 4/1/42	14,371		15,485
4.5% 5/1/39 to 10/1/41	31,257		33,703
5% 3/1/19 to 12/1/40	20,341		22,059
5.5% 5/1/27 to 1/1/40	11,028		11,960
6% 7/1/37 to 8/1/37	691		757
6.5% 3/1/36	2,925		3,349
TOTAL FREDDIE MAC			103,718
Ginnie Mae - 0.4%
3% 11/20/42 to 12/20/42	10,245		10,742
3% 3/1/43 (j)	1,000		1,047
3.5% 11/15/41 to 3/15/42	5,359		5,818
4% 1/15/25 to 12/15/41	14,837		16,244
4% 3/1/43 (j)	4,600		5,002
4.5% 5/20/40 to 4/15/41	11,332		12,436
4.5% 3/1/43 (j)	5,800		6,339
5% 3/15/39 to 9/15/41	18,582		20,614
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Ginnie Mae - continued
5.5% 12/15/38 to 9/15/39	$ 1,626		$ 1,795
6% 2/15/34 to 9/20/38	8,115		9,183
TOTAL GINNIE MAE			89,220
TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES (Cost $1,094,448)		1,102,758
Asset-Backed Securities - 0.1%
Accredited Mortgage Loan Trust Series 2005-1 Class M1, 0.6717% 4/25/35 (l)	601		557
ACE Securities Corp. Home Equity Loan Trust:
Series 2004-HE1 Class M2, 1.8517% 3/25/34 (l)	276		270
Series 2005-HE2 Class M2, 0.8767% 4/25/35 (l)	37		37
Ameriquest Mortgage Securities, Inc. pass-thru certificates:
Series 2003-10 Class M1, 0.9017% 12/25/33 (l)	55		49
Series 2004-R2 Class M3, 1.0267% 4/25/34 (l)	75		57
Series 2005-R2 Class M1, 0.6517% 4/25/35 (l)	1,567		1,529
Argent Securities, Inc. pass-thru certificates:
Series 2003-W7 Class A2, 0.9817% 3/25/34 (l)	36		31
Series 2004-W11 Class M2, 1.2517% 11/25/34 (l)	426		389
Series 2004-W7 Class M1, 1.0267% 5/25/34 (l)	1,108		1,037
Series 2006-W4 Class A2C, 0.3617% 5/25/36 (l)	965		340
Asset Backed Securities Corp. Home Equity Loan Trust:
Series 2004-HE2 Class M1, 1.0267% 4/25/34 (l)	1,696		1,570
Series 2006-HE2 Class M1, 0.5717% 3/25/36 (l)	36		0*
Capital Trust Ltd. Series 2004-1:
Class A2, 0.6507% 7/20/39 (h)(l)	42		38
Class B, 0.9507% 7/20/39 (h)(l)	200		91
Class C, 1.3007% 7/20/39 (h)(l)	258		0*
Carrington Mortgage Loan Trust Series 2007-RFC1 Class A3, 0.3417% 12/25/36 (l)	1,368		705
Countrywide Asset-Backed Certificates Trust Series 2007-4 Class A1A, 0.3237% 9/25/37 (l)	31		31
Countrywide Home Loans, Inc.:
Series 2004-3 Class M4, 1.6567% 4/25/34 (l)	121		57
Series 2004-4 Class M2, 0.9967% 6/25/34 (l)	446		396
Fannie Mae Series 2004-T5 Class AB3, 1.0332% 5/28/35 (l)	30		23
Asset-Backed Securities - continued
	Principal Amount (000s)		Value (000s)
Fieldstone Mortgage Investment Corp. Series 2004-3 Class M5, 2.3767% 8/25/34 (l)	$ 221		$ 161
First Franklin Mortgage Loan Trust:
Series 2004-FF2 Class M3, 1.0267% 3/25/34 (l)	16		11
Series 2006-FF14 Class A2, 0.2617% 10/25/36 (l)	100		100
Fremont Home Loan Trust Series 2005-A:
Class M3, 0.9367% 1/25/35 (l)	720		307
Class M4, 1.2217% 1/25/35 (l)	276		33
GCO Education Loan Funding Master Trust II Series 2007-1A Class C1L, 0.6681% 2/25/47 (h)(l)	2,160		1,470
GE Business Loan Trust:
Series 2003-1 Class A, 0.6312% 4/15/31 (h)(l)	117		111
Series 2006-2A:
Class A, 0.3812% 11/15/34 (h)(l)	894		825
Class B, 0.4812% 11/15/34 (h)(l)	323		275
Class C, 0.5812% 11/15/34 (h)(l)	536		386
Class D, 0.9512% 11/15/34 (h)(l)	204		137
Guggenheim Structured Real Estate Funding Ltd. Series 2006-3 Class C, 0.7517% 9/25/46 (h)(l)	1,031		1,018
Home Equity Asset Trust:
Series 2003-2 Class M1, 1.5217% 8/25/33 (l)	249		243
Series 2003-3 Class M1, 1.4917% 8/25/33 (l)	483		445
Series 2003-5 Class A2, 0.9017% 12/25/33 (l)	25		21
HSI Asset Securitization Corp. Trust Series 2007-HE1 Class 2A3, 0.3917% 1/25/37 (l)	1,137		553
JPMorgan Mortgage Acquisition Trust:
Series 2006-NC2 Class M2, 0.5017% 7/25/36 (l)	2,497		42
Series 2007-CH1 Class AV4, 0.3317% 11/25/36 (l)	1,136		1,100
Keycorp Student Loan Trust:
Series 1999-A Class A2, 0.64% 12/27/29 (l)	339		324
Series 2006-A Class 2C, 1.46% 3/27/42 (l)	2,016		97
MASTR Asset Backed Securities Trust Series 2007-HE1 Class M1, 0.5017% 5/25/37 (l)	505		6
Meritage Mortgage Loan Trust Series 2004-1 Class M1, 0.9517% 7/25/34 (l)	106		86
Merrill Lynch Mortgage Investors Trust:
Series 2003-OPT1 Class M1, 1.1767% 7/25/34 (l)	351		304
Series 2006-FM1 Class A2B, 0.3117% 4/25/37 (l)	864		723
Series 2006-OPT1 Class A1A, 0.4617% 6/25/35 (l)	1,960		1,749
Morgan Stanley ABS Capital I Trust:
Series 2004-HE6 Class A2, 0.5417% 8/25/34 (l)	44		38
Series 2005-NC1 Class M1, 0.6417% 1/25/35 (l)	303		276
Series 2005-NC2 Class B1, 1.3717% 3/25/35 (l)	316		13
Asset-Backed Securities - continued
	Principal Amount (000s)		Value (000s)
New Century Home Equity Loan Trust Series 2005-4 Class M2, 0.7117% 9/25/35 (l)	$ 1,083		$ 888
Ocala Funding LLC:
Series 2005-1A Class A, 1.7007% 3/20/10 (d)(h)(l)	429		0
Series 2006-1A Class A, 1.6007% 3/20/11 (d)(h)(l)	892		0
Park Place Securities, Inc.:
Series 2004-WCW1:
Class M3, 1.4517% 9/25/34 (l)	405		324
Class M4, 1.6517% 9/25/34 (l)	519		152
Series 2005-WCH1 Class M4, 1.0317% 1/25/36 (l)	1,120		910
Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 1.0017% 4/25/33 (l)	4		4
Saxon Asset Securities Trust Series 2004-1 Class M1, 0.9967% 3/25/35 (l)	905		752
Sierra Receivables Funding Co. Series 2007-1A Class A2, 0.3547% 3/20/19 (FGIC Insured) (h)(l)	237		236
SLM Private Credit Student Loan Trust Series 2004-A Class C, 1.258% 6/15/33 (l)	958		654
Structured Asset Investment Loan Trust Series 2004-8 Class M5, 1.9267% 9/25/34 (l)	44		18
SVO VOI Mortgage Corp. Series 2006-AA Class A, 5.28% 2/20/24 (h)	271		275
Terwin Mortgage Trust Series 2003-4HE Class A1, 1.0617% 9/25/34 (l)	22		20
Trapeza CDO XII Ltd./Trapeza CDO XII, Inc. Series 2007-12A Class B, 0.865% 4/6/42 (h)(l)	1,517		19
Whinstone Capital Management Ltd. Series 1A Class B3, 2.101% 10/25/44 (h)(l)	1,358		1,189
TOTAL ASSET-BACKED SECURITIES (Cost $18,367)		23,502
Collateralized Mortgage Obligations - 0.3%
Private Sponsor - 0.2%
Bear Stearns ALT-A Trust floater Series 2005-1 Class A1, 0.7617% 1/25/35 (l)	1,266		1,215
First Horizon Mortgage pass-thru Trust Series 2004-AR5 Class 2A1, 2.6313% 10/25/34 (l)	908		945
Granite Master Issuer PLC:
floater:
Series 2006-1A Class A5, 0.3407% 12/20/54 (h)(l)	5,009		4,909
Series 2006-3 Class M2, 0.7607% 12/20/54 (l)	4,540		4,063
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (000s)
Private Sponsor - continued
Granite Master Issuer PLC: - continued
floater:
Series 2006-4:
Class B1, 0.3807% 12/20/54 (l)	$ 3,154		$ 2,943
Class M1, 0.5407% 12/20/54 (l)	829		742
Series 2007-1:
Class 1B1, 0.3407% 12/20/54 (l)	3,856		3,598
Class 1M1, 0.5007% 12/20/54 (l)	1,114		997
Class 2M1, 0.7007% 12/20/54 (l)	1,431		1,281
Series 2007-2 Class 2C1, 1.0622% 12/17/54 (l)	1,981		1,686
sequential payer Series 2006-3 Class B2, 0.5407% 12/20/54 (l)	4,550		4,245
Granite Mortgages PLC floater Series 2003-3 Class 1C, 2.752% 1/20/44 (l)	326		314
JPMorgan Mortgage Trust sequential payer Series 2006-A5 Class 3A5, 5.5367% 8/25/36 (l)	1,417		1,154
MASTR Adjustable Rate Mortgages Trust Series 2007-3 Class 22A2, 0.4117% 5/25/47 (l)	515		377
Merrill Lynch Alternative Note Asset Trust floater Series 2007-OAR1 Class A1, 0.3717% 2/25/37 (l)	947		818
Opteum Mortgage Acceptance Corp. floater Series 2005-3 Class APT, 0.4917% 7/25/35 (l)	1,325		1,274
RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B:
Class B5, 2.5492% 7/10/35 (h)(l)	664		584
Class B6, 3.0492% 7/10/35 (h)(l)	142		122
Residential Funding Securities Corp. floater Series 2003-RP2 Class A1, 0.6517% 6/25/33 (h)(l)	89		87
Sequoia Mortgage Trust floater Series 2004-6 Class A3B, 1.3885% 7/20/34 (l)	24		23
Structured Asset Securities Corp. Series 2003-15A Class 4A, 4.7816% 4/25/33 (l)	214		212
TBW Mortgage-Backed pass-thru certificates floater Series 2006-4 Class A3, 0.4017% 9/25/36 (l)	2,140		1,963
TOTAL PRIVATE SPONSOR			33,552
U.S. Government Agency - 0.1%
Fannie Mae floater Series 2013-9 Class FA 0.5517% 3/25/42 (l)	16,550		16,568
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $39,963)		50,120
Commercial Mortgage Securities - 2.3%
	Principal Amount (000s)		Value (000s)
Asset Securitization Corp. Series 1997-D5 Class PS1, 1.4302% 2/14/43 (l)(n)	$ 392		$ 13
Banc of America Commercial Mortgage Trust:
sequential payer:
Series 2004-2 Class A4, 4.153% 11/10/38	918		925
Series 2005-1 Class A3, 4.877% 11/10/42	143		143
Series 2006-2 Class AAB, 5.7141% 5/10/45 (l)	619		651
Series 2006-5:
Class A2, 5.317% 9/10/47	2,581		2,581
Class A3, 5.39% 9/10/47	1,272		1,338
Series 2006-6 Class A3, 5.369% 10/10/45	1,824		1,976
Series 2007-4 Class A3, 5.806% 2/10/51 (l)	613		645
Series 2001-3 Class H, 6.562% 4/11/37 (h)	510		513
Series 2005-3 Class A3B, 5.09% 7/10/43 (l)	2,833		2,963
Series 2006-6 Class E, 5.619% 10/10/45 (h)	527		51
Series 2007-3:
Class A3, 5.5925% 6/10/49 (l)	1,523		1,523
Class A4, 5.5925% 6/10/49 (l)	1,901		2,185
Banc of America Commercial Mortgage, Inc. sequential payer Series 2001-1 Class A4, 5.451% 1/15/49	1,997		2,280
Banc of America Large Loan, Inc. floater Series 2006-BIX1 Class G, 0.5312% 10/15/19 (h)(l)	314		311
Bayview Commercial Asset Trust:
floater:
Series 2003-2 Class M1, 1.0517% 12/25/33 (h)(l)	41		30
Series 2005-3A:
Class A2, 0.6017% 11/25/35 (h)(l)	343		287
Class M1, 0.6417% 11/25/35 (h)(l)	45		29
Class M2, 0.6917% 11/25/35 (h)(l)	57		36
Class M3, 0.7117% 11/25/35 (h)(l)	51		32
Class M4, 0.8017% 11/25/35 (h)(l)	64		31
Series 2005-4A:
Class A2, 0.5917% 1/25/36 (h)(l)	899		709
Class B1, 1.6017% 1/25/36 (h)(l)	78		12
Class M1, 0.6517% 1/25/36 (h)(l)	290		161
Class M2, 0.6717% 1/25/36 (h)(l)	87		46
Class M3, 0.7017% 1/25/36 (h)(l)	127		65
Class M4, 0.8117% 1/25/36 (h)(l)	70		34
Class M5, 0.8517% 1/25/36 (h)(l)	70		25
Class M6, 0.9017% 1/25/36 (h)(l)	75		20
Series 2006-1:
Class A2, 0.5617% 4/25/36 (h)(l)	139		113
Class M1, 0.5817% 4/25/36 (h)(l)	50		32
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Bayview Commercial Asset Trust: - continued
floater:
Series 2006-1:
Class M2, 0.6017% 4/25/36 (h)(l)	$ 53		$ 33
Class M3, 0.6217% 4/25/36 (h)(l)	45		27
Class M4, 0.7217% 4/25/36 (h)(l)	26		15
Class M5, 0.7617% 4/25/36 (h)(l)	25		14
Class M6, 0.8417% 4/25/36 (h)(l)	50		21
Series 2006-2A:
Class A1, 0.4317% 7/25/36 (h)(l)	2,095		1,642
Class A2, 0.4817% 7/25/36 (h)(l)	124		98
Class B1, 1.0717% 7/25/36 (h)(l)	47		8
Class M1, 0.5117% 7/25/36 (h)(l)	130		62
Class M2, 0.5317% 7/25/36 (h)(l)	92		41
Class M3, 0.5517% 7/25/36 (h)(l)	76		32
Class M4, 0.6217% 7/25/36 (h)(l)	52		13
Class M5, 0.6717% 7/25/36 (h)(l)	63		15
Class M6, 0.7417% 7/25/36 (h)(l)	95		20
Series 2006-3A:
Class M4, 0.6317% 10/25/36 (h)(l)	104		16
Class M5, 0.6817% 10/25/36 (h)(l)	123		7
Series 2006-4A:
Class A2, 0.4717% 12/25/36 (h)(l)	2,612		1,600
Class M1, 0.4917% 12/25/36 (h)(l)	173		61
Class M2, 0.5117% 12/25/36 (h)(l)	115		31
Class M3, 0.5417% 12/25/36 (h)(l)	118		29
Class M6, 0.7217% 12/25/36 (h)(l)	89		3
Series 2007-1 Class A2, 0.4717% 3/25/37 (h)(l)	533		308
Series 2007-2A:
Class A1, 0.4717% 7/25/37 (h)(l)	518		363
Class A2, 0.5217% 7/25/37 (h)(l)	486		237
Class M1, 0.5717% 7/25/37 (h)(l)	171		47
Class M2, 0.6117% 7/25/37 (h)(l)	93		16
Class M3, 0.6917% 7/25/37 (h)(l)	94		9
Class M4, 0.8517% 7/25/37 (h)(l)	186		11
Class M5, 0.9517% 7/25/37 (h)(l)	164		7
Class M6, 1.2017% 7/25/37 (h)(l)	107		1
Series 2007-3:
Class A2, 0.4917% 7/25/37 (h)(l)	532		277
Class B1, 1.1517% 7/25/37 (h)(l)	119		9
Class B2, 1.8017% 7/25/37 (h)(l)	50		3
Class M1, 0.5117% 7/25/37 (h)(l)	106		36
Class M2, 0.5417% 7/25/37 (h)(l)	113		32
Class M3, 0.5717% 7/25/37 (h)(l)	178		39
Class M4, 0.7017% 7/25/37 (h)(l)	279		47
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Bayview Commercial Asset Trust: - continued
floater:
Series 2007-3:
Class M5, 0.8017% 7/25/37 (h)(l)	$ 146		$ 21
Class M6, 1.0017% 7/25/37 (h)(l)	111		13
Series 2007-4A:
Class M1, 1.1517% 9/25/37 (h)(l)	197		18
Class M2, 1.2517% 9/25/37 (h)(l)	197		15
Class M4, 1.8017% 9/25/37 (h)(l)	501		24
Class M5, 1.9517% 9/25/37 (h)(l)	319		10
Series 2004-1, Class IO, 1.25% 4/25/34 (h)(n)	1,424		55
Series 2006-3A, Class IO, 3.8903% 10/25/36 (h)(l)(n)	24,646		524
Series 2007-5A, Class IO, 4.186% 10/25/37 (h)(l)(n)	3,647		304
Bear Stearns Commercial Mortgage Securities Trust:
floater:
Series 2006-BBA7:
Class H, 0.8512% 3/15/19 (h)(l)	283		280
Class J, 1.0512% 3/15/19 (h)(l)	309		294
Series 2007-BBA8:
Class D, 0.4512% 3/15/22 (h)(l)	452		427
Class E, 0.5012% 3/15/22 (h)(l)	2,347		2,170
Class F, 0.5512% 3/15/22 (h)(l)	1,440		1,302
Class G, 0.6012% 3/15/22 (h)(l)	369		327
Class H, 0.7512% 3/15/22 (h)(l)	452		391
Class J, 0.9012% 3/15/22 (h)(l)	452		379
sequential payer:
Series 2004-PWR3 Class A3, 4.487% 2/11/41	27		27
Series 2007-PW15 Class AAB, 5.315% 2/11/44	2,209		2,281
Series 2007-PW16:
Class A4, 5.7166% 6/11/40 (l)	534		623
Class AAB, 5.7166% 6/11/40 (l)	4,156		4,396
Series 2007-PW18:
Class A2, 5.613% 6/11/50	95		97
Class A4, 5.7% 6/11/50	4,380		5,130
Series 2006-PW13 Class A3, 5.518% 9/11/41	3,219		3,285
Series 2006-PW14 Class X2, 0.6687% 12/11/38 (h)(l)(n)	8,606		48
Series 2006-T22 Class A4, 5.5728% 4/12/38 (l)	114		128
Series 2006-T24 Class X2, 0.4454% 10/12/41 (h)(l)(n)	2,042		7
Series 2007-PW18 Class X2, 0.3087% 6/11/50 (h)(l)(n)	59,010		507
Series 2007-T28 Class X2, 0.1575% 9/11/42 (h)(l)(n)	32,164		149
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Berkeley Federal Bank & Trust FSB Series 1994-1 Class B, 0% 8/1/24 (h)(l)	$ 431		$ 243
C-BASS Trust floater Series 2006-SC1 Class A, 0.4717% 5/25/36 (h)(l)	492		459
CDC Commercial Mortgage Trust Series 2002-FX1:
Class G, 6.625% 5/15/35 (h)	1,072		1,117
Class XCL, 1.3266% 5/15/35 (h)(l)(n)	3,601		57
Citigroup Commercial Mortgage Trust:
floater Series 2006-FL2 Class H, 0.5712% 8/15/21 (h)(l)	74		72
Series 2007-C6:
Class A2, 5.7016% 12/10/49 (l)	26		27
Class A4, 5.7016% 12/10/49 (l)	3,035		3,545
Series 2008-C7 Class A2B, 6.0632% 12/10/49 (l)	544		549
Citigroup/Deutsche Bank Commercial Mortgage Trust:
sequential payer Series 2007-CD4 Class A4, 5.322% 12/11/49	12,448		14,113
Series 2007-CD4 Class A3, 5.293% 12/11/49	888		918
Cobalt CMBS Commercial Mortgage Trust:
sequential payer Series 2007-C3 Class A3, 5.8027% 5/15/46 (l)	912		972
Series 2006-C1 Class B, 5.359% 8/15/48	2,736		311
Series 2007-C2 Class B, 5.617% 4/15/47 (l)	1,019		454
COMM pass-thru certificates:
floater:
Series 2001-J2A Class A2F, 0.7022% 7/16/34 (h)(l)	1		1
Series 2005-F10A Class J, 1.0512% 4/15/17 (h)(l)	96		86
Series 2005-FL11:
Class C, 0.5012% 11/15/17 (h)(l)	560		532
Class D, 0.5412% 11/15/17 (h)(l)	29		27
Class E, 0.5912% 11/15/17 (h)(l)	103		95
Class F, 0.6512% 11/15/17 (h)(l)	114		103
Class G, 0.7012% 11/15/17 (h)(l)	79		70
Series 2006-CN2A:
Class A2FL, 0.4192% 2/5/19 (h)(l)	1,016		1,009
Class AJFL, 0.4592% 2/5/19 (l)	640		630
Series 2006-FL12 Class AJ, 0.3312% 12/15/20 (h)(l)	1,300		1,246
sequential payer:
Series 2006-C8 Class A3, 5.31% 12/10/46	2,599		2,666
Series 2006-CN2A:
Class A2FX, 5.449% 2/5/19 (h)	1,163		1,169
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
COMM pass-thru certificates: - continued
sequential payer:
Series 2006-CN2A:
Class AJFX, 5.478% 2/5/19 (h)	$ 2,940		$ 2,950
Series 2007-C9 Class A4, 5.8001% 12/10/49 (l)	2,018		2,369
Series 2006-C8 Class XP, 0.4673% 12/10/46 (l)(n)	10,872		43
Credit Suisse Commercial Mortgage Trust:
sequential payer:
Series 2006-C4 Class A3, 5.467% 9/15/39	1,107		1,248
Series 2007-C2 Class A2, 5.448% 1/15/49 (l)	306		308
Series 2007-C3 Class A4, 5.6803% 6/15/39 (l)	549		631
Series 2006-C4 Class AAB, 5.439% 9/15/39	1,441		1,460
Series 2006-C5 Class ASP, 0.6649% 12/15/39 (l)(n)	6,774		39
Series 2007-C5 Class A4, 5.695% 9/15/40 (l)	825		938
Credit Suisse First Boston Mortgage Capital Certificates floater Series 2007-TF2A Class B, 0.5512% 4/15/22 (h)(l)	3,254		2,856
Credit Suisse First Boston Mortgage Securities Corp.:
sequential payer Series 2004-C1 Class A4, 4.75% 1/15/37	389		397
Series 2001-CK6 Class AX, 1.0608% 8/15/36 (l)(n)	194		0*
Series 2001-CKN5 Class AX, 1.5108% 9/15/34 (h)(l)(n)	812		1
Series 2006-C1 Class A3, 5.4088% 2/15/39 (l)	2,769		2,794
Credit Suisse Mortgage Capital Certificates:
floater Series 2007-TFL1:
Class B, 0.3512% 2/15/22 (h)(l)	345		335
Class C:
0.3712% 2/15/22 (h)(l)	1,416		1,330
0.4712% 2/15/22 (h)(l)	506		474
Class F, 0.5212% 2/15/22 (h)(l)	1,011		947
Series 2007-C1:
Class ASP, 0.381% 2/15/40 (l)(n)	13,229		49
Class B, 5.487% 2/15/40 (h)(l)	1,394		201
Extended Stay America Trust floater Series 2013-ESFL:
Class A1FL, 1.008% 12/5/31 (h)(l)	1,380		1,380
Class A2FL, 0.908% 12/5/31 (h)(l)	1,380		1,382
Class BFL, 1.558% 12/5/31 (h)(l)	5,070		5,076
Class CFL, 1.708% 12/5/31 (h)(l)	3,690		3,695
GE Capital Commercial Mortgage Corp.:
sequential payer Series 2007-C1 Class A4, 5.543% 12/10/49	9,244		10,489
Series 2001-1 Class X1, 1.8773% 5/15/33 (h)(l)(n)	422		6
Series 2007-C1 Class XP, 0.1604% 12/10/49 (l)(n)	13,571		30
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Greenwich Capital Commercial Funding Corp.:
floater Series 2006-FL4 Class B, 0.3892% 11/5/21 (h)(l)	$ 343		$ 330
sequential payer:
Series 2007-GG11 Class A2, 5.597% 12/10/49	1,150		1,164
Series 2007-GG9 Class A4, 5.444% 3/10/39	28,618		32,606
Series 2007-GG11 Class A1, 0.2381% 12/10/49 (h)(l)(n)	14,577		72
GS Mortgage Securities Corp. II:
floater:
Series 2006-FL8A:
Class E, 0.5777% 6/6/20 (h)(l)	165		164
Class F, 0.6477% 6/6/20 (h)(l)	634		632
Series 2007-EOP:
Class A2, 1.2601% 3/6/20 (h)(l)	2,410		2,414
Class C, 2.0056% 3/6/20 (h)(l)	6,364		6,395
Class D, 2.2018% 3/6/20 (h)(l)	2,144		2,155
Class F, 2.6334% 3/6/20 (h)(l)	94		95
Class G, 2.7903% 3/6/20 (h)(l)	47		47
Class H, 3.3004% 3/6/20 (h)(l)	42		42
Class J, 4.0852% 3/6/20 (h)(l)	60		60
Series 2006-GG6 Class A2, 5.506% 4/10/38	1,998		2,069
GS Mortgage Securities Corp. Trust Series 2013-KYO Class XB1, 3.2489% 11/8/29 (h) (n)	196,352		13,920
GS Mortgage Securities Trust sequential payer:
Series 2006-GG8 Class A2, 5.479% 11/10/39	208		211
Series 2007-GG10 Class A2, 5.778% 8/10/45	198		201
JPMorgan Chase Commercial Mortgage Securities Trust:
floater Series 2006-FLA2:
Class B, 0.3712% 11/15/18 (h)(l)	450		437
Class C, 0.4112% 11/15/18 (h)(l)	320		309
Class D, 0.4312% 11/15/18 (h)(l)	141		134
Class E, 0.4812% 11/15/18 (h)(l)	203		188
Class F, 0.5312% 11/15/18 (h)(l)	305		270
Class G, 0.5612% 11/15/18 (h)(l)	265		224
Class H, 0.7012% 11/15/18 (h)(l)	203		164
sequential payer:
Series 2006-CB14 Class A3B, 5.4965% 12/12/44 (l)	1,422		1,448
Series 2006-LDP8 Class A4, 5.399% 5/15/45	581		659
Series 2006-LDP9:
Class A2, 5.134% 5/15/47 (l)	254		267
Class A3, 5.336% 5/15/47	15,032		16,967
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
JPMorgan Chase Commercial Mortgage Securities Trust: - continued
sequential payer:
Series 2007-CB19 Class A4, 5.7259% 2/12/49 (l)	$ 3,198		$ 3,677
Series 2007-LD11:
Class A2, 5.7974% 6/15/49 (l)	1,378		1,421
Class A4, 5.8124% 6/15/49 (l)	31,855		36,600
Series 2007-LDPX:
Class A2 S, 5.305% 1/15/49	900		910
Class A3, 5.42% 1/15/49	14,834		16,933
Series 2005-LDP3 Class A3, 4.959% 8/15/42	1,190		1,195
Series 2006-CB17 Class A3, 5.45% 12/12/43	174		174
Series 2007-CB18 Class A3, 5.447% 6/12/47 (l)	620		638
Series 2007-CB19:
Class B, 5.7259% 2/12/49 (l)	78		28
Class C, 5.7259% 2/12/49 (l)	204		56
Class D, 5.7259% 2/12/49 (l)	214		36
Series 2007-LDP10:
Class CS, 5.466% 1/15/49 (l)	75		6
Class ES, 5.562% 1/15/49 (h)(l)	472		18
LB Commercial Conduit Mortgage Trust sequential payer Series 2007-C3 Class A4, 5.8939% 7/15/44 (l)	743		864
LB Multi-family Mortgage Trust Series 1991-4 Class A1, 7.125% 4/25/21 (l)	20		14
LB-UBS Commercial Mortgage Trust:
sequential payer:
Series 2006-C1 Class A2, 5.084% 2/15/31	12		12
Series 2006-C6:
Class A2, 5.262% 9/15/39 (l)	15		15
Class A4, 5.372% 9/15/39	410		466
Series 2006-C7 Class A2, 5.3% 11/15/38	526		554
Series 2007-C1 Class A4, 5.424% 2/15/40	2,738		3,133
Series 2007-C2 Class A3, 5.43% 2/15/40	1,980		2,237
Series 2006-C6 Class XCP, 0.6751% 9/15/39 (l)(n)	3,502		14
Series 2007-C1 Class XCP, 0.4249% 2/15/40 (l)(n)	1,246		6
Series 2007-C6 Class A4, 5.858% 7/15/40 (l)	1,140		1,320
Series 2007-C7 Class XCP, 0.2757% 9/15/45 (l)(n)	57,202		295
Lehman Brothers Floating Rate Commercial Mortgage Trust floater Series 2006-LLFA:
Class D, 0.4312% 9/15/21 (h)(l)	292		283
Class E, 0.4912% 9/15/21 (h)(l)	1,054		1,010
Class F, 0.5412% 9/15/21 (h)(l)	868		823
Class G, 0.5612% 9/15/21 (h)(l)	1,714		1,608
Class H, 0.6012% 9/15/21 (h)(l)	442		406
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Merrill Lynch Mortgage Trust:
Series 2005-LC1 Class F, 5.4232% 1/12/44 (h)(l)	$ 793		$ 562
Series 2006-C1 Class A2, 5.683% 5/12/39 (l)	360		362
Series 2007-C1 Class A4, 5.8505% 6/12/50 (l)	3,452		3,994
Series 2008-C1 Class A4, 5.69% 2/12/51	1,947		2,273
Merrill Lynch-CFC Commercial Mortgage Trust:
floater Series 2006-4 Class A2FL, 0.3202% 12/12/49 (l)	52		52
sequential payer:
Series 2006-4 Class ASB, 5.133% 12/12/49 (l)	585		612
Series 2007-5:
Class A3, 5.364% 8/12/48	354		362
Class A4, 5.378% 8/12/48	5,125		5,807
Class B, 5.479% 8/12/48	2,736		754
Series 2007-6 Class A4, 5.485% 3/12/51 (l)	7,400		8,417
Series 2007-7 Class A4, 5.7411% 6/12/50 (l)	3,192		3,657
Series 2006-3 Class ASB, 5.382% 7/12/46 (l)	2,702		2,776
Series 2006-4 Class XP, 0.6175% 12/12/49 (l)(n)	13,483		152
Series 2007-6 Class B, 5.635% 3/12/51 (l)	912		221
Series 2007-7 Class B, 5.7411% 6/12/50 (l)	79		4
Series 2007-8 Class A3, 5.9357% 8/12/49 (l)	787		913
Morgan Stanley Capital I Trust:
floater:
Series 2006-XLF Class C, 1.402% 7/15/19 (h)(l)	272		109
Series 2007-XLFA:
Class C, 0.362% 10/15/20 (h)(l)	523		493
Class D, 0.392% 10/15/20 (h)(l)	507		468
Class E, 0.452% 10/15/20 (h)(l)	634		566
Class F, 0.502% 10/15/20 (h)(l)	380		328
Class G, 0.542% 10/15/20 (h)(l)	470		382
Class H, 0.632% 10/15/20 (h)(l)	296		202
Class J, 0.782% 10/15/20 (h)(l)	171		60
sequential payer:
Series 2005-IQ9 Class A3, 4.54% 7/15/56	785		790
Series 2007-HQ11 Class A31, 5.439% 2/12/44 (l)	462		478
Series 2006-IQ11:
Class A3, 5.657% 10/15/42 (l)	157		158
Class A4, 5.693% 10/15/42 (l)	274		305
Series 2006-T23 Class A3, 5.815% 8/12/41 (l)	466		483
Series 2007-IQ14:
Class A4, 5.692% 4/15/49 (l)	1,368		1,569
Class AAB, 5.654% 4/15/49	2,267		2,437
Class B, 5.7489% 4/15/49 (l)	224		67
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Salomon Brothers Mortgage Securities VII, Inc. Series 2006-C2 Class H, 6.308% 7/18/33 (h)	$ 129		$ 47
Wachovia Bank Commercial Mortgage Trust:
floater:
Series 2006-WL7A:
Class E, 0.4812% 9/15/21 (h)(l)	1,239		1,162
Class F, 0.5412% 9/15/21 (h)(l)	1,426		1,325
Class G, 0.5612% 9/15/21 (h)(l)	1,351		1,225
Class J, 0.8012% 9/15/21 (h)(l)	300		228
Series 2007-WHL8:
Class F, 0.6812% 6/15/20 (h)(l)	3,171		2,798
Class LXR1, 0.9012% 6/15/20 (h)(l)	112		97
sequential payer:
Series 2003-C7 Class A1, 4.241% 10/15/35 (h)	3		3
Series 2003-C8 Class A3, 4.445% 11/15/35	963		970
Series 2006-C29 Class A3, 5.313% 11/15/48	2,419		2,483
Series 2007-C30:
Class A3, 5.246% 12/15/43	248		253
Class A4, 5.305% 12/15/43	268		294
Class A5, 5.342% 12/15/43	14,776		16,675
Series 2007-C31:
Class A4, 5.509% 4/15/47	41,226		46,737
Class A5, 5.5% 4/15/47	16,000		18,321
Series 2007-C33:
Class A4, 5.9245% 2/15/51 (l)	23,060		26,615
Class A5, 5.9245% 2/15/51 (l)	10,259		11,838
Series 2003-C6 Class G, 5.125% 8/15/35 (h)(l)	433		437
Series 2005-C19 Class B, 4.892% 5/15/44	912		963
Series 2005-C22:
Class B, 5.3875% 12/15/44 (l)	2,022		1,386
Class F, 5.3875% 12/15/44 (h)(l)	1,521		423
Series 2006-C23 Class A5, 5.416% 1/15/45 (l)	5,005		5,600
Series 2007-C30:
Class C, 5.483% 12/15/43 (l)	2,736		1,472
Class D, 5.513% 12/15/43 (l)	1,459		582
Class XP, 0.4747% 12/15/43 (h)(l)(n)	7,638		39
Series 2007-C31 Class C, 5.6823% 4/15/47 (l)	251		146
Series 2007-C31A Class A2, 5.421% 4/15/47	4,681		4,707
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Wachovia Bank Commercial Mortgage Trust: - continued
Series 2007-C32:
Class D, 5.7388% 6/15/49 (l)	$ 685		$ 184
Class E, 5.7388% 6/15/49 (l)	1,080		268
TOTAL COMMERCIAL MORTGAGE SECURITIES (Cost $414,533)		465,608
Municipal Securities - 0.7%
Beaver County Indl. Dev. Auth. Poll. Cont. Rev. Bonds (FirstEnergy Nuclear Generation Corp. Proj.) Series 2005 A, 3.375%, tender 7/1/15 (l)	1,700		1,767
California Gen. Oblig.:
Series 2009, 7.35% 11/1/39	1,095		1,539
7.3% 10/1/39	9,280		12,964
7.5% 4/1/34	7,195		10,045
7.55% 4/1/39	7,545		10,972
7.6% 11/1/40	14,125		20,849
7.625% 3/1/40	2,445		3,567
Chicago Gen. Oblig. (Taxable Proj.) Series 2010 C1, 7.781% 1/1/35	5,050		6,570
Illinois Gen. Oblig.:
Series 2003, 5.1% 6/1/33	25,560		25,197
Series 2010, 4.421% 1/1/15	4,050		4,269
Series 2010-1, 6.63% 2/1/35	15,425		17,505
Series 2010-3:
6.725% 4/1/35	7,505		8,600
7.35% 7/1/35	3,495		4,231
Series 2011:
5.665% 3/1/18	5,030		5,752
5.877% 3/1/19	5,920		6,799
TOTAL MUNICIPAL SECURITIES (Cost $133,681)		140,626
Foreign Government and Government Agency Obligations - 0.3%
Italian Republic:
3.125% 1/26/15	9,149		9,324
4.5% 1/21/15	6,859		7,162
4.75% 1/25/16	6,870		7,239
5.375% 6/12/17	4,115		4,469
Foreign Government and Government Agency Obligations - continued
	Principal Amount (000s)		Value (000s)
Italian Republic: - continued
6.875% 9/27/23	$ 21,069		$ 24,198
Russian Federation 3.25% 4/4/17 (h)	800		841
United Mexican States 4.75% 3/8/44	5,572		5,845
TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $59,188)		59,078
Floating Rate Loans - 0.8%
CONSUMER DISCRETIONARY - 0.2%
Diversified Consumer Services - 0.0%
Bright Horizons Family Solutions, Inc. Tranche B, term loan 4% 1/30/20 (l)	225		227
Hotels, Restaurants & Leisure - 0.1%
Centaur Acquisition LLC:
Tranche 1LN, term loan 5.25% 2/15/19 (l)	380		381
Tranche 2LN, term loan 8.75% 2/15/20 (l)	375		376
Fantasy Springs Resort Casino term loan 12% 8/6/12 (d)(l)	8,722		6,803
Graton Economic Development Authority Tranche B, term loan 9% 8/22/18 (l)	600		621
Harrah's Entertainment, Inc. Tranche B 6LN, term loan 5.4517% 1/28/18 (l)	2,085		1,916
Landry's Restaurants, Inc. Tranche B, term loan 4.75% 4/24/18 (l)	8,426		8,459
MGM Mirage, Inc. Tranche B, term loan 4.25% 12/20/19 (l)	640		648
Station Casinos LLC Tranche B, term loan 5% 2/19/20 (l)	3,265		3,294
Town Sports International LLC Tranche B, term loan 5.75% 5/11/18 (l)	3,018		3,055
			25,553
Household Durables - 0.0%
Serta Simmons Holdings, LLC Tranche B, term loan 5% 10/1/19 (l)	1,755		1,777
Media - 0.1%
Houghton Mifflin Harcourt Publishing Co. term loan 7.25% 5/22/18 (l)	174		175
Media Holdco, LP Tranche B, term loan 7.25% 7/23/18 (l)	610		604
Floating Rate Loans - continued
	Principal Amount (000s)		Value (000s)
CONSUMER DISCRETIONARY - continued
Media - continued
Univision Communications, Inc. term loan 4.4537% 3/31/17 (l)	$ 2,689		$ 2,692
WideOpenWest Finance LLC Tranche B, term loan 6.25% 7/17/18 (l)	3,403		3,445
WMG Acquisition Corp. Tranche B, term loan 5.25% 11/1/18 (l)	130		131
			7,047
Specialty Retail - 0.0%
Sports Authority, Inc. Tranche B, term loan 7.5% 11/16/17 (l)	4,866		4,890
TOTAL CONSUMER DISCRETIONARY			39,494
CONSUMER STAPLES - 0.0%
Food & Staples Retailing - 0.0%
Rite Aid Corp.:
Tranche 1LN, term loan 4% 2/7/20 (l)	805		809
Tranche 2LN, term loan 5.75% 8/21/20 (l)	125		128
Sprouts Farmers Market LLC Tranche B, term loan 6% 4/18/18 (l)	5,900		5,929
			6,866
ENERGY - 0.0%
Oil, Gas & Consumable Fuels - 0.0%
Alon USA Partners LP term loan 9.25% 11/13/18 (l)	800		824
Chesapeake Energy Corp. Tranche B, term loan 5.75% 12/2/17 (l)	4,705		4,805
Samson Investment Co. Tranche 2LN, term loan 6% 9/25/18 (l)	325		327
			5,956
FINANCIALS - 0.1%
Insurance - 0.1%
Asurion LLC Tranche B 1LN, term loan 4.5% 5/24/19 (l)	11,630		11,674
Lonestar Intermediate Super Holdings LLC term loan 11% 9/2/19 (l)	2,755		2,962
			14,636
Floating Rate Loans - continued
	Principal Amount (000s)		Value (000s)
FINANCIALS - continued
Real Estate Management & Development - 0.0%
Realogy Corp.:
Credit-Linked Deposit 4.4587% 10/10/16 (l)	$ 1,234		$ 1,234
term loan 4.4232% 10/10/16 (l)	6,253		6,253
			7,487
Thrifts & Mortgage Finance - 0.0%
Ocwen Loan Servicing, LLC Tranche B, term loan 5% 1/23/18 (l)	335		339
TOTAL FINANCIALS			22,462
HEALTH CARE - 0.0%
Health Care Equipment & Supplies - 0.0%
American Renal Holdings, Inc.:
Tranche 2LN, term loan 8.5% 2/8/20 (l)	2,260		2,254
Tranche B 1LN, term loan 4.5% 8/8/19 (l)	2,055		2,045
			4,299
Health Care Providers & Services - 0.0%
Genoa Healthcare Group LLC Tranche 2LN, term loan 14% 2/10/15 (l)	2,290		1,575
TOTAL HEALTH CARE			5,874
INDUSTRIALS - 0.1%
Airlines - 0.0%
US Airways Group, Inc. term loan 2.7037% 3/23/14 (l)	4,465		4,460
Commercial Services & Supplies - 0.0%
ARAMARK Corp. Tranche B, term loan 4% 9/7/19 (l)	3,535		3,544
Machinery - 0.0%
Apex Tool Group, LLC Tranche B, term loan 4.5% 2/1/20 (l)	1,155		1,168
Professional Services - 0.1%
AlixPartners LLP:
Tranche 2LN, term loan 10.75% 12/29/19 (l)	5,250		5,408
Tranche B 1LN, term loan 4.5% 6/29/19 (l)	5,224		5,269
			10,677
Floating Rate Loans - continued
	Principal Amount (000s)		Value (000s)
INDUSTRIALS - continued
Trading Companies & Distributors - 0.0%
Fly Funding II Sarl Tranche B, term loan 5.75% 8/9/18 (l)	$ 195		$ 197
VWR Funding, Inc. Tranche B, term loan 4.2037% 4/3/17 (l)	1,150		1,160
			1,357
TOTAL INDUSTRIALS			21,206
INFORMATION TECHNOLOGY - 0.2%
Communications Equipment - 0.1%
Alcatel-Lucent USA, Inc. Tranche C, term loan 7.25% 1/30/19 (l)	1,520		1,537
Avaya, Inc. term loan 3.0381% 10/27/14 (l)	1,767		1,756
SafeNet, Inc. Tranche 2LN, term loan 6.2037% 4/12/15 (l)	4,500		4,494
			7,787
IT Services - 0.1%
First Data Corp.:
term loan 4.2017% 3/24/18 (l)	14,285		14,142
Tranche 1LN, term loan 5.2017% 9/24/18 (l)	70		70
RP Crown Parent, LLC:
Tranche 1LN, term loan 6.75% 12/21/18 (l)	2,755		2,789
Tranche 2LN, term loan 11.25% 12/21/19 (l)	2,265		2,361
			19,362
Software - 0.0%
Kronos, Inc.:
Tranche 2LN, term loan 9.75% 4/24/20 (l)	2,035		2,106
Tranche B 1LN, term loan 4.5% 10/30/19 (l)	1,130		1,140
			3,246
TOTAL INFORMATION TECHNOLOGY			30,395
MATERIALS - 0.0%
Metals & Mining - 0.0%
Fortescue Metals Group Ltd. Tranche B, term loan 5.25% 10/18/17 (l)	2,853		2,889
MRC Global, Inc. Tranche B, term loan 6.25% 11/9/19 (l)	2,229		2,254
			5,143
Floating Rate Loans - continued
	Principal Amount (000s)		Value (000s)
TELECOMMUNICATION SERVICES - 0.1%
Diversified Telecommunication Services - 0.0%
FairPoint Communications, Inc. Tranche B, term loan 7.5% 2/14/19 (l)	$ 1,395		$ 1,374
Integra Telecom Holdings, Inc.:
Tranche 2LN, term loan 9.75% 2/14/20 (l)	95		97
Tranche B 1LN, term loan 6% 2/14/19 (l)	830		838
Level 3 Financing, Inc. Tranche B 2LN, term loan 4.75% 8/1/19 (l)	2,780		2,798
			5,107
Wireless Telecommunication Services - 0.1%
Intelsat Jackson Holdings SA Tranche B, term loan 4.5% 4/2/18 (l)	1,397		1,412
Vodafone Americas Finance 2, Inc.:
term loan 6.875% 8/11/15	1,761		1,796
Tranche 2LN, term loan 6.25% 6/24/16 pay-in-kind	12,741		13,091
			16,299
TOTAL TELECOMMUNICATION SERVICES			21,406
UTILITIES - 0.1%
Electric Utilities - 0.1%
Texas Competitive Electric Holdings Co. LLC/Texas Competitive Electric Holdings Finance, Inc. Tranche B, term loan 4.7306% 10/10/17 (l)	16,256		11,034
Gas Utilities - 0.0%
Everest Acquisition LLC Tranche B 1LN, term loan 5% 4/24/18 (l)	730		737
Independent Power Producers & Energy Traders - 0.0%
LSP Madison Funding LLC Tranche 1LN, term loan 5.5% 6/28/19 (l)	998		1,012
TOTAL UTILITIES			12,783
TOTAL FLOATING RATE LOANS (Cost $170,482)		171,585
Bank Notes - 0.0%
Wachovia Bank NA 6% 11/15/17 (Cost $8,017)	7,010		8,421

Preferred Securities - 0.0%
	Principal Amount (000s)		Value (000s)
FINANCIALS - 0.0%
Diversified Financial Services - 0.0%
Citigroup, Inc. 5.95% (i)(l)	$ 2,950		$ 3,065
MUFG Capital Finance 1 Ltd. 6.346% (i)(l)	996		1,100
TOTAL PREFERRED SECURITIES (Cost $4,074)		4,165
Fixed-Income Funds - 6.9%
	Shares
Fidelity Mortgage Backed Securities Central Fund (m) (Cost $1,335,201)	12,906,016		1,407,917
Other - 0.0%
Other - 0.0%
Tribune Co. Claim (Cost $11)	11,084		11
Money Market Funds - 3.2%
Fidelity Cash Central Fund, 0.16% (b)	613,864,964		613,865
Fidelity Securities Lending Cash Central Fund, 0.16% (b)(c)	45,716,058		45,716
TOTAL MONEY MARKET FUNDS (Cost $659,581)		659,581
TOTAL INVESTMENT PORTFOLIO - 103.8% (Cost $17,756,651)			21,178,649
NET OTHER ASSETS (LIABILITIES) - (3.8)%			(782,294)
NET ASSETS - 100%		$ 20,396,355
TBA Sale Commitments
	Principal Amount (000s)		Value (000s)
Fannie Mae
2.5% 3/1/28	$ (9,400)		$ (9,764)
3% 3/1/43	(96,000)		(99,399)
3% 3/1/43	(13,600)		(14,082)
3.5% 3/1/43	(205,000)		(216,788)
3.5% 3/1/43	(6,700)		(7,085)
3.5% 3/1/43	(1,100)		(1,163)
3.5% 3/1/43	(16,000)		(16,920)
4% 3/1/43	(37,200)		(39,659)
TOTAL FANNIE MAE			(404,860)
Ginnie Mae
4% 3/1/43	(3,500)		(3,805)
TOTAL TBA SALE COMMITMENTS (Proceeds $406,391)		$ (408,665)

Swap Agreements
Credit Default Swaps
Underlying Reference	Rating (1)	Expiration Date	Counterparty	Fixed Payment Received/ (Paid)	Notional Amount(2) (000s)	Value (000s) (1)	Upfront Premium Received/ (Paid) (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Sell Protection
ABX AA 07-1 Index	C	Sep. 2037	Credit Suisse	0.15%	$ 3,019	$ (2,862)	$ 52	$ (2,810)
ABX AA 07-1 Index	C	Sep. 2037	JPMorgan Chase, Inc.	0.15%	2,474	(2,346)	47	(2,299)
ABX AA 07-1 Index	C	Sep. 2037	JPMorgan Chase, Inc.	0.15%	568	(538)	11	(527)
ABX AA 07-1 Index	C	Sep. 2037	Morgan Stanley, Inc.	0.15%	2,474	(2,346)	47	(2,299)
ABX AA 07-1 Index	C	Sep. 2037	UBS	0.15%	2,406	(2,281)	45	(2,236)
ABX AA 07-1 Index	C	Sep. 2037	UBS	0.15%	2,066	(1,958)	40	(1,918)
TOTAL CREDIT DEFAULT SWAPS						$ (12,331)	$ 242	$ (12,089)

(1) Ratings are presented for credit default swaps in which the Fund has sold protection on the underlying referenced debt. Ratings for an underlying index represent a weighted average of the ratings of all securities included in the index. The value of each credit default swap and the credit rating can be measures of the current payment/performance risk. Where a credit rating is not disclosed, the value is used as the measure of the payment/performance risk. Ratings are from Moody's Investors Service, Inc. Where Moody's ratings are not available, S&P ratings are disclosed and are indicated as such. All ratings are as of the report date and do not reflect subsequent changes.

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

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Non-income producing - Security is in default.

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

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

(g) Affiliated company

(h) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $713,747,000 or 3.5% of net assets.

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

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

(k) Security or a portion of the security has been segregated as collateral for open swap agreements. At the period end, the value of securities pledged amounted to $14,957,000.

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

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

(n) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool as of the end of the period.

(o) Investment is owned by an entity that is treated as a corporation for U.S. tax purposes and is owned by the Fund.

(p) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $202,917,000 or 1.0% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Aspen Aerogels, Inc. 8% 6/1/14	6/1/11	$ 10,000
Aspen Aerogels, Inc. 8% 12/6/14	12/6/11 - 6/12/12	$ 3,000
C. Wonder LLC	12/27/12	$ 17,500
HMH Holdings, Inc. warrants 6/22/19	6/22/12	$ 4
Ivanplats Ltd. Class A	10/23/12	$ 14,181
Legend Pictures LLC	9/23/10 - 3/30/12	$ 37,645
Spotify Technology SA	11/14/12	$ 15,028
Station Holdco LLC	6/17/11	$ 1,131
Station Holdco LLC warrants 6/15/18	8/11/08 - 8/15/08	$ 6,416
Tory Burch LLC	12/31/12	$ 17,505
Vice Holdings, Inc. Series A	8/3/12	$ 34,999
wetpaint.com, Inc. Series C	5/14/08	$ 5,000

* Amount represents less than $1,000.

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 523
Fidelity Corporate Bond 1-10 Year Central Fund	3,681
Fidelity Mortgage Backed Securities Central Fund	13,599
Fidelity Securities Lending Cash Central Fund	404
Total	$ 18,207

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

Fund (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Value, end of period	% ownership, end of period
Fidelity Corporate Bond 1-10 Year Central Fund	$ 286,809	$ -	$ 287,718*	$ -	0.0%
Fidelity Mortgage Backed Securities Central Fund	1,638,428	267,575	491,113	1,407,917	9.4%
Total	$ 1,925,237	$ 267,575	$ 778,831	$ 1,407,917

* Includes the value of shares redeemed through in-kind transactions. See Note 6 of the Notes to Financial Statements.

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
AMAG Pharmaceuticals, Inc.	$ 21,602	$ -	$ -	$ -	$ 24,172
American Woodmark Corp.	-	19,666	-	-	23,916
CareView Communications, Inc.	10,530	-	-	-	8,340
Neurocrine Biosciences, Inc.	27,540	-	-	-	39,481
Southcross Energy Partners LP	-	16,366	-	127	16,671
TherapeuticsMD, Inc.	18,645	5,011	-	-	26,255
Total	$ 78,317	$ 41,043	$ -	$ 127	$ 138,835

Other Information

The following is a summary of the inputs used, as of February 28, 2013, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 2,172,802	$ 1,994,538	$ -	$ 178,264
Consumer Staples	1,147,444	1,147,444	-	-
Energy	1,187,703	1,187,703	-	-
Financials	2,271,359	2,223,185	48,174	-
Health Care	1,854,921	1,854,921	-	-
Industrials	1,264,639	1,257,938	6,701	-
Information Technology	2,486,388	2,485,394	-	994
Materials	589,537	578,856	10,681	-
Telecommunication Services	124,241	122,567	-	1,674
Utilities	202,450	196,502	5,948	-
Corporate Bonds	2,706,379	-	2,691,217	15,162
U.S. Government and Government Agency Obligations	1,077,414	-	1,077,414	-
U.S. Government Agency - Mortgage Securities	1,102,758	-	1,102,758	-
Asset-Backed Securities	23,502	-	19,176	4,326
Collateralized Mortgage Obligations	50,120	-	50,120	-
Commercial Mortgage Securities	465,608	-	465,098	510
Municipal Securities	140,626	-	140,626	-
Foreign Government and Government Agency Obligations	59,078	-	59,078	-
Floating Rate Loans	171,585	-	163,207	8,378
Bank Notes	8,421	-	8,421	-
Preferred Securities	4,165	-	4,165	-
Fixed-Income Funds	1,407,917	1,407,917	-	-
Other	11	-	-	11
Money Market Funds	659,581	659,581	-	-
Total Investments in Securities:	$ 21,178,649	$ 15,116,546	$ 5,852,784	$ 209,319
Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Derivative Instruments:
Liabilities
Swap Agreements	$ (12,331)	$ -	$ (12,331)	$ -
Other Financial Instruments:
TBA Sale Commitments	$ (408,665)	$ -	$ (408,665)	$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of February 28, 2013. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type	Value
(Amounts in thousands)	Asset	Liability
Credit Risk
Swap Agreements (a)	$ -	$ (12,331)
Total Value of Derivatives	$ -	$ (12,331)

(a) Value is disclosed on the Statement of Assets and Liabilities in the Swap agreements, at value line-items.

Other Information

The composition of credit quality ratings as a percentage of net assets is as follows (Unaudited):

U.S. Government and U.S. Government Agency Obligations	15.9%
AAA,AA,A	5.1%
BBB	6.9%
BB	2.0%
B	2.6%
CCC,CC,C	0.5%
D	0.0%*
Not Rated	0.6%
Equities	65.2%
Short-Term Investments and Net Other Assets	1.2%
	100%

* Amount represents less than 0.1%.

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

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

United States of America	89.3%
Canada	1.3%
Ireland	1.2%
Others (Individually Less Than 1%)	8.2%
	100.0%

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 funds.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	February 28, 2013
Assets
Investment in securities, at value (including securities loaned of $44,634) - See accompanying schedule: Unaffiliated issuers (cost $15,649,193)	$ 18,972,316
Fidelity Central Funds (cost $1,994,782)	2,067,498
Other affiliated issuers (cost $112,676)	138,835
Total Investments (cost $17,756,651)		$ 21,178,649
Cash		319
Receivable for investments sold		113,016
Receivable for TBA sale commitments		406,391
Receivable for swap agreements		2
Receivable for fund shares sold		16,486
Dividends receivable		18,044
Interest receivable		49,903
Distributions receivable from Fidelity Central Funds		102
Prepaid expenses		37
Receivable from investment adviser for expense reductions		14
Other receivables		1,632
Total assets		21,784,595
Liabilities
Payable for investments purchased Regular delivery	$ 128,739
Delayed delivery	765,979
TBA sale commitments, at value	408,665
Payable for swap agreements	783
Payable for fund shares redeemed	15,719
Swap agreements, at value	12,331
Accrued management fee	6,885
Other affiliated payables	2,379
Other payables and accrued expenses	1,044
Collateral on securities loaned, at value	45,716
Total liabilities		1,388,240
Net Assets		$ 20,396,355
Net Assets consist of:
Paid in capital		$ 16,578,123
Undistributed net investment income		84,786
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		325,817
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		3,407,629
Net Assets		$ 20,396,355

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	February 28, 2013
Puritan: Net Asset Value, offering price and redemption price per share ($15,696,581 ÷ 778,886 shares)		$ 20.15
Class K: Net Asset Value, offering price and redemption price per share ($4,699,774 ÷ 233,263 shares)		$ 20.15

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

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended February 28, 2013
Investment Income
Dividends (including $127 earned from other affiliated issuers)		$ 114,650
Interest		105,792
Income from Fidelity Central Funds		18,207
Total income		238,649
Expenses
Management fee	$ 40,469
Transfer agent fees	13,354
Accounting and security lending fees	997
Custodian fees and expenses	151
Independent trustees' compensation	65
Appreciation in deferred trustee compensation account	1
Registration fees	107
Audit	140
Legal	81
Interest	2
Miscellaneous	82
Total expenses before reductions	55,449
Expense reductions	(1,469)	53,980
Net investment income (loss)		184,669
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	574,830
Fidelity Central Funds	44,320
Foreign currency transactions	(368)
Swap agreements	(5,664)
Total net realized gain (loss)		613,118
Change in net unrealized appreciation (depreciation) on: Investment securities	376,200
Assets and liabilities in foreign currencies	13
Swap agreements	5,374
Delayed delivery commitments	285
Total change in net unrealized appreciation (depreciation)		381,872
Net gain (loss)		994,990
Net increase (decrease) in net assets resulting from operations		$ 1,179,659

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended February 28, 2013	Year ended August 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 184,669	$ 389,728
Net realized gain (loss)	613,118	255,024
Change in net unrealized appreciation (depreciation)	381,872	1,565,691
Net increase (decrease) in net assets resulting from operations	1,179,659	2,210,443
Distributions to shareholders from net investment income	(184,762)	(364,135)
Distributions to shareholders from net realized gain	(355,227)	-
Total distributions	(539,989)	(364,135)
Share transactions - net increase (decrease)	23,986	(743,799)
Total increase (decrease) in net assets	663,656	1,102,509
Net Assets
Beginning of period	19,732,699	18,630,190
End of period (including undistributed net investment income of $84,786 and undistributed net investment income of $84,879, respectively)	$ 20,396,355	$ 19,732,699

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

Semiannual Report

Financial Highlights - Puritan

	Six months ended February 28,	Years ended August 31,
	2013	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 19.53	$ 17.72	$ 15.81	$ 15.06	$ 17.07	$ 20.54
Income from Investment Operations
Net investment income (loss) D	.18	.38	.35	.40	.45	.50
Net realized and unrealized gain (loss)	.98	1.78	1.93	.75	(2.00)	(1.80)
Total from investment operations	1.16	2.16	2.28	1.15	(1.55)	(1.30)
Distributions from net investment income	(.18)	(.35)	(.36)	(.39)	(.44)	(.55)
Distributions from net realized gain	(.35)	-	- H	(.01)	(.02)	(1.62)
Total distributions	(.54) K	(.35)	(.37) J	(.40)	(.46) I	(2.17)
Net asset value, end of period	$ 20.15	$ 19.53	$ 17.72	$ 15.81	$ 15.06	$ 17.07
Total Return B, C	6.04%	12.35%	14.38%	7.61%	(8.76)%	(7.35)%
Ratios to Average Net Assets E, G
Expenses before reductions	.58% A	.59%	.60%	.61%	.67%	.61%
Expenses net of fee waivers, if any	.58% A	.59%	.60%	.61%	.67%	.61%
Expenses net of all reductions	.57% A	.59%	.59%	.61%	.67%	.60%
Net investment income (loss)	1.83% A	2.03%	1.96%	2.48%	3.30%	2.72%
Supplemental Data
Net assets, end of period (in millions)	$ 15,697	$ 15,472	$ 15,420	$ 15,054	$ 16,111	$ 21,427
Portfolio turnover rate F	202% A, L	141%	154% L	104%	116% L	115%

^A Annualized

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

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

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

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

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

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

^H Amount represents less than $.01 per share.

^I Total distributions of $.46 per share is comprised of distributions from net investment income of $.442 and distributions from net realized gain of $.015 per share.

^J Total distributions of $.37 per share is comprised of distributions from net investment income of $.364 and distributions from net realized gain of $.003 per share.

^K Total distributions of $.54 per share is comprised of distributions from net investment income of $.181 and distributions from net realized gain of $.354 per share.

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

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

Semiannual Report

Financial Highlights - Class K

	Six months ended February 28,	Years ended August 31,
	2013	2012	2011	2010	2009	2008 G
Selected Per-Share Data
Net asset value, beginning of period	$ 19.52	$ 17.72	$ 15.80	$ 15.06	$ 17.07	$ 18.22
Income from Investment Operations
Net investment income (loss) D	.19	.40	.38	.42	.46	.14
Net realized and unrealized gain (loss)	.99	1.77	1.93	.74	(1.99)	(1.16)
Total from investment operations	1.18	2.17	2.31	1.16	(1.53)	(1.02)
Distributions from net investment income	(.19)	(.37)	(.39)	(.41)	(.47)	(.13)
Distributions from net realized gain	(.35)	-	- I	(.01)	(.02)	-
Total distributions	(.55) K	(.37)	(.39)	(.42)	(.48) J	(.13)
Net asset value, end of period	$ 20.15	$ 19.52	$ 17.72	$ 15.80	$ 15.06	$ 17.07
Total Return B, C	6.16%	12.43%	14.59%	7.69%	(8.59)%	(5.60)%
Ratios to Average Net Assets E, H
Expenses before reductions	.47% A	.48%	.48%	.48%	.50%	.48% A
Expenses net of fee waivers, if any	.47% A	.48%	.48%	.48%	.50%	.48% A
Expenses net of all reductions	.46% A	.47%	.47%	.47%	.50%	.48% A
Net investment income (loss)	1.94% A	2.15%	2.09%	2.61%	3.47%	3.21% A
Supplemental Data
Net assets, end of period (in millions)	$ 4,700	$ 4,261	$ 3,211	$ 2,280	$ 1,469	$ 9
Portfolio turnover rate F	202% A, L	141%	154% L	104%	116% L	115%

^A Annualized

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

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

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

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

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

^G For the period May 9, 2008 (commencement of sale of shares) to August 31, 2008.

^H 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 reductions from 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 fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^I Amount represents less than $.01 per share.

^J Total distributions of $.48 per share is comprised of distributions from net investment income of $.468 and distributions from net realized gain of $.015 per share.

^K Total distributions of $.55 per share is comprised of distributions from net investment income of $.194 and distributions from net realized gain of $.354 per share.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended February 28, 2013

(Amounts in thousands except percentages)

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

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

Fidelity Central Fund	Investment Manager	Investment Objective	Investment Practices
Fidelity Mortgage Backed Securities Central Fund	FIMM	Seeks a high level of income by normally investing in investment-grade mortgage-related securities and repurchase agreements for those securities.	Delayed Delivery & When Issued Securities Repurchase Agreements Swap Agreements Options

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

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(Amounts in thousands except percentages)

2. Investments in Fidelity Central Funds - continued

fidelity.com. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds which contain the significant accounting policies (including investment valuation policies) of those funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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Investment Valuation - continued

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are generally categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For corporate bonds, bank notes, floating rate loans, foreign government and government agency obligations, municipal securities, preferred securities and U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices For asset backed securities, collateralized mortgage obligations, commercial mortgage securities and U.S. government agency mortgage securities, pricing vendors utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices. Swaps are marked-to-market daily based on valuations from third party pricing vendors or broker-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Pricing vendors utilize matrix pricing which considers comparisons to interest rate curves, credit spread curves, default possibilities and recovery rates and, as a result, swaps are generally categorized as Level 2 in the hierarchy. Independent prices obtained from a single source or broker are evaluated by management and may be categorized as Level 3 in the hierarchy. When independent prices are unavailable or unreliable, debt securities and swap agreements may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities and swap agreements are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of February 28, 2013, is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. The principal amount on inflation-indexed securities is periodically adjusted to the rate of inflation and interest is accrued

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Investment Transactions and Income - continued

based on the principal amount. The adjustments to principal due to inflation are reflected as increases or decreases to interest income even though principal is not received until maturity. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

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.

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(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to swap agreements, foreign currency transactions, market discount, equity-debt classifications, partnerships (including allocations from Fidelity Central Funds), deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation	$ 3,554,468
Gross unrealized depreciation	(175,302)
Net unrealized appreciation (depreciation) on securities and other investments	$ 3,379,166
Tax cost	$ 17,799,483

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in 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. 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.

To-Be-Announced (TBA) Securities and Mortgage Dollar Rolls. During the period, the Fund transacted in TBA securities that involved buying or selling mortgage-backed securities (MBS) on a forward commitment basis. A TBA transaction typically does not designate the actual security to be delivered and only includes an approximate principal amount; however delivered securities must meet specified terms defined by industry guidelines, including issuer, rate and current principal amount outstanding on underlying mortgage pools. The Fund may enter into a TBA transaction with the intent to take possession of or deliver the underlying MBS, or the Fund may elect to extend the settlement by entering into either a mortgage or reverse mortgage dollar roll. Mortgage dollar rolls are transactions where a fund sells TBA securities and simultaneously agrees to repurchase MBS on a later date at a lower price and with the same counterparty. Reverse mortgage dollar rolls involve the purchase and simultaneous agreement to sell TBA securities on a later date at a lower price. Transactions in mortgage dollar rolls and

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3. Significant Accounting Policies - continued

To-Be-Announced (TBA) Securities and Mortgage Dollar Rolls - continued

reverse mortgage dollar rolls are accounted for as purchases and sales and may result in an increase to the Fund's portfolio turnover rate.

Purchases and sales of TBA securities involve risks similar to those discussed above for delayed delivery and when-issued securities. Also, if the counterparty in a mortgage dollar roll or a reverse mortgage dollar roll transaction files for bankruptcy or becomes insolvent, the Fund's right to repurchase or sell securities may be limited. Additionally, when a fund sells TBA securities without already owning or having the right to obtain the deliverable securities (an uncovered forward commitment to sell), it incurs a risk of loss because it could have to purchase the securities at a price that is higher than the price at which it sold them. A fund may be unable to purchase the deliverable securities if the corresponding market is illiquid.

TBA securities subject to a forward commitment to sell at period end are included at the end of the Fund's Schedule of Investments under the caption "TBA Sale Commitments." The proceeds and value of these commitments are reflected in the Fund's Statement of Assets and Liabilities.

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 invests in direct debt instruments which are interests in amounts owed to lenders by corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired through assignment or participation, or may be made directly to a borrower. The Fund may be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these loans. The Fund did not have any unfunded loan commitments, which are contractual obligations for future funding, at period end.

New Accounting Pronouncement. The Financial Accounting Standards Board issued in December 2011, Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities, and in January 2013, Accounting Standards Update No. 2013-1 Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. These updates create new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the

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(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Derivative Instruments.

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

The Fund used derivatives to increase returns, to gain exposure to certain types of assets and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

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

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain OTC derivatives such as swap agreements, the Fund attempts to reduce its exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association, Inc. (ISDA) Master Agreement on a bilateral basis with each of its counterparties. The ISDA Master Agreement gives the Fund the right to terminate all transactions traded under such agreement upon the deterioration in the credit quality of the counterparty beyond specified levels.

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Risk Exposures and the Use of Derivative Instruments - continued

The ISDA Master Agreement gives each party the right, upon an event of default by the other party or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net payable by one party to the other. To mitigate counterparty credit risk on OTC derivatives, the Fund receives collateral in the form of cash or securities once the Fund's net unrealized appreciation on outstanding derivative contracts under an ISDA Master Agreement exceeds certain applicable thresholds, subject to certain minimum transfer provisions. The collateral received is held in segregated accounts with the Fund's custodian bank in accordance with the collateral agreements entered into between the Fund, the counterparty and the Fund's custodian bank. The Fund could experience delays and costs in gaining access to the collateral even though it is held by the Fund's custodian bank. The Fund's maximum risk of loss from counterparty credit risk related to OTC derivatives is generally the aggregate unrealized appreciation and unpaid counterparty payments in excess of any collateral pledged by the counterparty to the Fund. The Fund may be required to pledge collateral for the benefit of the counterparties on OTC derivatives in an amount not less than each counterparty's unrealized appreciation on outstanding derivative contracts, subject to certain minimum transfer provisions, and any such pledged collateral is identified in the Schedule of Investments.

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

Net Realized Gain (Loss) and Change in Net Unrealized Appreciation (Depreciation) on Derivatives. The table below, which reflects the impacts of derivatives on the financial performance of the Fund, summarizes the net realized gain (loss) and change in net unrealized appreciation (depreciation) for derivatives during the period as presented in the Statement of Operations.

Primary Risk Exposure / Derivative Type	Net Realized Gain (Loss)	Change in Net Unrealized Appreciation (Depreciation)
Credit Risk
Swap Agreements (a)	$ (5,664)	$ 5,374

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

Swap Agreements. A swap agreement (swap) is a contract between two parties to exchange future cash flows at periodic intervals based on a notional principal amount.

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(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Swap Agreements - continued

Swaps are marked-to-market daily and changes in value are reflected in the Statement of Assets and Liabilities in the swap agreements at value line items. Any upfront premiums paid or received upon entering a swap to compensate for differences between stated terms of the agreement and prevailing market conditions (e.g. credit spreads, interest rates or other factors) are recorded in net unrealized appreciation (depreciation) in the Statement of Assets and Liabilities and amortized to realized gain or (loss) ratably over the term of the swap. Any unamortized upfront premiums are presented in the Schedule of Investments. Payments are exchanged at specified intervals, accrued daily commencing with the effective date of the contract and recorded as realized gain or (loss). Realized gain or (loss) is also recorded in the event of an early termination of a swap. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on swaps during the period is included in the Statement of Operations.

Any open swaps at period end are included in the Schedule of Investments under the caption "Swap Agreements."

Credit Default Swaps. Credit default swaps enable the Fund to buy or sell protection against specified credit events on a single-name issuer or a traded credit index. Under the terms of a credit default swap the buyer of protection (buyer) receives credit protection in exchange for making periodic payments to the seller of protection (seller) based on a fixed percentage applied to a notional principal amount. In return for these payments, the seller will be required to make a payment upon the occurrence of one or more specified credit events. The Fund enters into credit default swaps as a seller to gain credit exposure to an issuer and/or as a buyer to obtain a measure of protection against defaults of an issuer. Periodic payments are made over the life of the contract by the buyer provided that no credit event occurs.

For credit default swaps on most corporate and sovereign issuers, credit events include bankruptcy, failure to pay or repudiation/moratorium. For credit default swaps on corporate or sovereign issuers, the obligation that may be put to the seller is not limited to the specific reference obligation described in the Schedule of Investments. For credit default swaps on asset-backed securities, a credit event may be triggered by events such as failure to pay principal, maturity extension, rating downgrade or write-down. For credit default swaps on asset-backed securities, the reference obligation described represents the security that may be put to the seller. For credit default swaps on a traded credit index, a specified credit event may affect all or individual underlying securities included in the index.

As a seller, if an underlying credit event occurs, the Fund will pay a net settlement amount of cash equal to the notional amount of the swap less the recovery value of the

Semiannual Report

4. Derivative Instruments - continued

Credit Default Swaps - continued

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

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

Typically, the value of each credit default swap and credit rating disclosed for each reference obligation in the Schedule of Investments, where the Fund is the seller, can be used as measures of the current payment/performance risk of the swap. As the value of the swap changes as a positive or negative percentage of the total notional amount, the payment/performance risk may decrease or increase, respectively. In addition to these measures, FMR monitors a variety of factors including cash flow assumptions, market activity and market sentiment as part of its ongoing process of assessing payment/performance risk.

5. Purchases and Sales of Investments.

Purchases and sales of securities (including the Fixed-Income Central Funds), other than short-term securities, U.S. government securities and liquidations executed in-kind from Affiliated Central Funds, aggregated $6,957,861 and $6,647,112, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .15% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .41% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Puritan. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Puritan	$ 12,262	.16
Class K	1,092	.05
	$ 13,354

* Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $117 for the period.

Other Affiliated Transactions. On January 4, 2013, the Fidelity Corporate Bond 1-10 Year Central Fund ("1-10 Year"), a fund in which the Fund was invested, was liquidated pursuant to a Plan of Liquidation and Dissolution approved by the 1-10 Year Board. Under the plan, 1-10 Year distributed in-kind all of its net assets to its shareholders pro rata at its NAV per share as of the close of business on the liquidation date. As a result, the Fund received cash and securities, including accrued interest, of $287,718 in return for 2,530 shares of 1-10 Year. Because 1-10 Year was a partnership for federal income tax purposes, the liquidation generally was tax free to the Fund.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $24 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Semiannual Report

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is maintained at the Fund's custodian and/or invested in cash equivalents and/or the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $4,873. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Total security lending income during the period, presented in the Statement of Operations as a component of interest income, amounted to $71. Net income from the Fidelity Securities Lending Cash Central Fund during the period, presented in the Statement of Operations as a component of income from Fidelity Central Funds, amounted to $404 (including $23 from securities loaned to FCM).

9. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity requirements. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average loan balance during the period for which loans were outstanding amounted to $31,358. The weighted average interest rate was .66%. The interest expense amounted to $2 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

10. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $1,450 for the period. 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 $5.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

10. Expense Reductions - continued

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $14.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended February 28, 2013	Year ended August 31, 2012
From net investment income
Puritan	$ 141,260	$ 290,441
Class K	43,502	73,694
Total	$ 184,762	$ 364,135
From net realized gain
Puritan	$ 276,685	$ -
Class K	78,542	-
Total	$ 355,227	$ -

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended February 28, 2013	Year ended August 31, 2012	Six months ended February 28, 2013	Year ended August 31, 2012
Puritan
Shares sold	40,925	79,946	$ 807,951	$ 1,477,678
Reinvestment of distributions	20,468	15,053	396,989	274,339
Shares redeemed	(74,881)	(172,734)	(1,470,732)	(3,181,243)
Net increase (decrease)	(13,488)	(77,735)	$ (265,792)	$ (1,429,226)
Class K
Shares sold	31,469	80,899	$ 616,434	$ 1,501,190
Reinvestment of distributions	6,295	4,030	122,044	73,694
Shares redeemed	(22,760)	(47,844)	(448,700)	(889,457)
Net increase (decrease)	15,004	37,085	$ 289,778	$ 685,427

13. Other.

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

Semiannual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Puritan Trust and the Shareholders of Fidelity Puritan 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 Puritan Fund (a fund of Fidelity Puritan Trust) at February 28, 2013, the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Puritan 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 February 28, 2013 by correspondence with the agent banks, custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 18, 2013

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Investments Money Management, Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

JP Morgan Chase Bank

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

Automated line for quickest service

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

PUR-USAN-0413
1.789289.109

Fidelity®

Puritan®

Fund -
Class K

Semiannual Report

February 28, 2013

(Fidelity Cover Art)

Contents

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)

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 1, 2012 to February 28, 2013).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value September 1, 2012	Ending Account Value February 28, 2013	Expenses Paid During Period* September 1, 2012 to February 28, 2013
Puritan	.58%
Actual		$ 1,000.00	$ 1,060.40	$ 2.96
HypotheticalA		$ 1,000.00	$ 1,021.92	$ 2.91
Class K	.47%
Actual		$ 1,000.00	$ 1,061.60	$ 2.40
HypotheticalA		$ 1,000.00	$ 1,022.46	$ 2.36

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The fees and expenses of the underlying Fidelity Central Funds in which the Fund invests are not included in the Fund's annualized expense ratio.

Semiannual Report

Investment Changes (Unaudited)

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

Top Five Stocks as of February 28, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	1.9	4.5
General Electric Co.	1.5	1.3
Google, Inc. Class A	1.5	1.2
Comcast Corp. Class A (special) (non-vtg.)	1.4	1.1
Citigroup, Inc.	1.2	0.8
	7.5
Top Five Bond Issuers as of February 28, 2013
(with maturities greater than one year)	% of fund's net assets	% of fund's net assets 6 months ago
Fannie Mae	6.7	8.7
U.S. Treasury Obligations	5.3	5.4
Freddie Mac	1.9	2.4
Ginnie Mae	1.5	1.9
Wachovia Bank Commercial Mortgage Trust	0.9	0.5
	16.3
Top Five Market Sectors as of February 28, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	16.4	11.7
Information Technology	12.8	15.1
Consumer Discretionary	12.2	9.9
Health Care	10.1	9.1
Energy	7.2	8.1

Asset Allocation (% of fund's net assets)
As of February 28, 2013*			As of August 31, 2012**
	Stocks 64.9%			Stocks and Investment Companies 61.3%
	Bonds 32.7%			Bonds 33.6%
	Convertible Securities 0.4%			Convertible Securities 0.5%
	Other Investments 0.8%			Other Investments 0.9%
	Short-Term Investments and Net Other Assets (Liabilities) 1.2%			Short-Term Investments and Net Other Assets (Liabilities) 3.7%
* Foreign investments		10.7%	** Foreign investments		9.0%

Percentages are adjusted for the effect of futures contracts and swap agreements, if applicable.

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

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

Semiannual Report

Investments February 28, 2013

Showing Percentage of Net Assets

Common Stocks - 64.5%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 10.2%
Auto Components - 0.0%
Delphi Automotive PLC	68,093		$ 2,850
Automobiles - 0.7%
Ford Motor Co.	5,428,900		68,458
General Motors Co. (a)	2,170		59
Harley-Davidson, Inc.	952,200		50,114
Motors Liquidation Co. GUC Trust (a)	28,150		650
Tesla Motors, Inc. (a)	490,800		17,095
			136,376
Hotels, Restaurants & Leisure - 1.3%
Dunkin' Brands Group, Inc.	1,148,000		42,648
Penn National Gaming, Inc. (a)	294,600		14,686
Starbucks Corp.	1,272,400		69,753
Station Holdco LLC (a)(o)(p)	1,194,419		1,744
Station Holdco LLC warrants 6/15/18 (a)(o)(p)	75,658		5
Vail Resorts, Inc.	917,027		50,657
Wyndham Worldwide Corp.	623,400		37,554
Yum! Brands, Inc.	612,500		40,107
			257,154
Household Durables - 0.9%
D.R. Horton, Inc.	1,152,800		25,707
KB Home	472,608		8,833
Lennar Corp. Class A	665,400		25,678
Toll Brothers, Inc. (a)	2,264,800		77,275
Whirlpool Corp.	467,000		52,748
			190,241
Internet & Catalog Retail - 0.8%
Amazon.com, Inc. (a)	400,900		105,946
priceline.com, Inc. (a)	72,700		49,987
Spotify Technology SA (p)	15,765		15,407
			171,340
Leisure Equipment & Products - 0.2%
Brunswick Corp.	1,066,700		38,871
Media - 3.5%
CBS Corp. Class B	882,600		38,296
Comcast Corp. Class A (special) (non-vtg.)	7,472,400		286,268
Discovery Communications, Inc. (a)	684,000		50,158
HMH Holdings, Inc. warrants 6/22/19 (a)(p)	1,945		15
Legend Pictures LLC (a)(o)(p)	49,141		91,067
Lions Gate Entertainment Corp. (a)(f)	1,994,900		41,833
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Media - continued
Manchester United PLC	1,579,264		$ 27,684
News Corp. Class A	3,383,100		97,433
Pandora Media, Inc. (a)(f)	529,694		6,462
Publicis Groupe SA	514,200		33,982
The Walt Disney Co.	284,190		15,514
Tribune Co. Class A (a)	13,773		730
Vertis Holdings, Inc. (a)	1,934		22
Virgin Media, Inc.	578,400		26,838
			716,302
Multiline Retail - 0.2%
PPR SA	215,300		48,262
Specialty Retail - 1.1%
Five Below, Inc.	141,900		5,648
Home Depot, Inc.	2,023,500		138,610
TJX Companies, Inc.	1,736,600		78,095
			222,353
Textiles, Apparel & Luxury Goods - 1.5%
Brunello Cucinelli SpA (f)	1,155,400		23,667
C. Wonder LLC (a)(o)(p)	555,555		17,500
lululemon athletica, Inc. (a)	200,000		13,410
Michael Kors Holdings Ltd. (a)	896,861		53,166
NIKE, Inc. Class B	470,400		25,618
PVH Corp.	712,000		86,757
Ralph Lauren Corp.	327,700		56,846
Tory Burch LLC (a)(o)(p)	324,840		17,505
Tumi Holdings, Inc. (f)	67,400		1,593
			296,062
TOTAL CONSUMER DISCRETIONARY			2,079,811
CONSUMER STAPLES - 5.6%
Beverages - 1.8%
Anheuser-Busch InBev SA NV ADR	314,000		29,513
Beam, Inc.	1,228,200		74,957
Fomento Economico Mexicano S.A.B. de CV unit	1,974,500		22,106
Monster Beverage Corp. (a)	767,000		38,680
Remy Cointreau SA	154,218		19,490
The Coca-Cola Co.	4,746,200		183,773
			368,519
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food & Staples Retailing - 0.9%
Costco Wholesale Corp.	1,700		$ 172
CVS Caremark Corp.	3,394,800		173,542
Drogasil SA	888		10
Wal-Mart Stores, Inc.	237,900		16,839
			190,563
Food Products - 0.3%
Bunge Ltd.	833,000		61,734
Household Products - 0.9%
Procter & Gamble Co.	2,331,800		177,637
Personal Products - 0.4%
Estee Lauder Companies, Inc. Class A	541,200		34,691
Prestige Brands Holdings, Inc. (a)	1,949,251		46,373
			81,064
Tobacco - 1.3%
Japan Tobacco, Inc.	1,777,900		56,105
Lorillard, Inc.	56,300		2,170
Philip Morris International, Inc.	2,285,040		209,652
			267,927
TOTAL CONSUMER STAPLES			1,147,444
ENERGY - 5.8%
Energy Equipment & Services - 1.4%
Cameron International Corp. (a)	1,014,400		64,638
Ensco PLC Class A	1,563,816		94,048
Ocean Rig UDW, Inc. (United States) (a)	2,048,049		29,840
Schlumberger Ltd.	1,126,900		87,729
			276,255
Oil, Gas & Consumable Fuels - 4.4%
Anadarko Petroleum Corp.	1,002,100		79,747
Cabot Oil & Gas Corp.	1,000,200		61,982
Cheniere Energy, Inc. (a)	136,900		2,916
Chevron Corp.	1,289,800		151,100
Cobalt International Energy, Inc. (a)	799,000		19,711
Concho Resources, Inc. (a)	366,800		32,997
Energen Corp.	378,600		17,506
EQT Corp.	610,300		38,504
EV Energy Partners LP	575,724		32,246
Exxon Mobil Corp.	1,187,317		106,324
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Hess Corp.	596,700		$ 39,681
Marathon Oil Corp.	596,100		19,969
Occidental Petroleum Corp.	878,658		72,340
Phillips 66	235,200		14,808
Pioneer Natural Resources Co.	516,900		65,031
Southcross Energy Partners LP (g)	727,680		16,671
Suncor Energy, Inc.	959,600		29,079
The Williams Companies, Inc.	3,101,900		107,667
			908,279
TOTAL ENERGY			1,184,534
FINANCIALS - 11.0%
Capital Markets - 1.5%
Apollo Global Management LLC Class A	1,112,300		26,150
BlackRock, Inc. Class A	218,800		52,457
Evercore Partners, Inc. Class A	1,013,500		41,249
Morgan Stanley	3,261,900		73,556
State Street Corp.	1,060,100		59,991
The Blackstone Group LP	1,044,400		19,739
UBS AG	2,294,030		36,246
			309,388
Commercial Banks - 2.6%
BB&T Corp.	824,900		25,044
Comerica, Inc.	197,168		6,779
Cullen/Frost Bankers, Inc.	243,700		14,758
First Horizon National Corp. (f)	3,479,100		36,983
First Republic Bank	50,000		1,823
M&T Bank Corp.	545,300		55,670
National Bank Holdings Corp.	238,501		4,314
PNC Financial Services Group, Inc.	619,100		38,626
TCF Financial Corp.	1,258,400		17,290
Texas Capital Bancshares, Inc. (a)	597,422		25,247
U.S. Bancorp	2,695,000		91,576
Wells Fargo & Co.	6,041,940		211,951
			530,061
Consumer Finance - 1.0%
American Express Co.	943,300		58,626
Capital One Financial Corp.	526,900		26,888
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Consumer Finance - continued
Discover Financial Services	704,900		$ 27,160
SLM Corp.	4,267,000		80,945
			193,619
Diversified Financial Services - 2.8%
2010 Swift Mandatory Common Exchange Security Trust (h)	110,200		1,333
Bank of America Corp.	7,454,400		83,713
Citigroup, Inc.	5,683,040		238,517
JPMorgan Chase & Co.	4,422,523		216,350
The NASDAQ Stock Market, Inc.	1,112,600		35,225
			575,138
Insurance - 2.2%
ACE Ltd.	787,800		67,270
Allstate Corp.	788,700		36,296
American International Group, Inc. (a)	1,916,900		72,861
Berkshire Hathaway, Inc. Class B (a)	1,043,700		106,624
Fidelity National Financial, Inc. Class A	959,600		23,932
MetLife, Inc.	1,346,700		47,727
The Travelers Companies, Inc.	1,168,300		93,955
			448,665
Real Estate Investment Trusts - 0.9%
American Tower Corp.	1,133,100		87,929
Lexington Corporate Properties Trust	3,468,867		39,753
Public Storage	278,600		42,127
Simon Property Group, Inc.	122,200		19,413
			189,222
Real Estate Management & Development - 0.0%
Realogy Holdings Corp.	103,500		4,642
TOTAL FINANCIALS			2,250,735
HEALTH CARE - 9.1%
Biotechnology - 3.9%
ACADIA Pharmaceuticals, Inc. (a)(f)	2,360,504		14,328
Achillion Pharmaceuticals, Inc. (a)	2,172,600		17,598
Acorda Therapeutics, Inc. (a)	572,900		17,044
Alexion Pharmaceuticals, Inc. (a)	293,200		25,432
AMAG Pharmaceuticals, Inc. (a)(g)	1,460,561		24,172
Amgen, Inc.	1,528,000		139,674
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Arena Pharmaceuticals, Inc. (a)(f)	466,100		$ 3,911
Biogen Idec, Inc. (a)	662,800		110,250
BioMarin Pharmaceutical, Inc. (a)	919,500		53,303
Celgene Corp. (a)	100,000		10,318
CSL Ltd.	1,035,843		63,484
Elan Corp. PLC sponsored ADR (a)	1,399,148		15,866
Gilead Sciences, Inc. (a)	2,912,600		124,397
Grifols SA ADR	2,828,280		81,115
KaloBios Pharmaceuticals, Inc.	625,000		4,125
Medivation, Inc. (a)	600,000		29,484
Merrimack Pharmaceuticals, Inc.	740,294		4,738
Neurocrine Biosciences, Inc. (a)(g)	3,731,700		39,481
Prothena Corp. PLC (a)	34,125		211
Vertex Pharmaceuticals, Inc. (a)	295,300		13,826
			792,757
Health Care Equipment & Supplies - 0.6%
Covidien PLC	636,800		40,481
The Cooper Companies, Inc.	766,559		81,301
			121,782
Health Care Providers & Services - 1.1%
Brookdale Senior Living, Inc. (a)	847,500		23,459
Catamaran Corp. (a)	675,150		36,262
CIGNA Corp.	832,200		48,650
McKesson Corp.	529,600		56,206
Qualicorp SA (a)	5,724,000		63,995
			228,572
Health Care Technology - 0.3%
CareView Communications, Inc. (a)(f)(g)	10,425,300		8,340
Cerner Corp. (a)	456,500		39,925
			48,265
Life Sciences Tools & Services - 0.2%
Agilent Technologies, Inc.	665,900		27,622
Illumina, Inc. (a)(f)	159,700		8,006
			35,628
Pharmaceuticals - 3.0%
Actavis, Inc. (a)	904,700		77,044
Eli Lilly & Co.	1,821,800		99,580
Endo Health Solutions, Inc. (a)	465,100		14,418
Jazz Pharmaceuticals PLC (a)	271,100		15,773
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Johnson & Johnson	5,600		$ 426
Merck & Co., Inc.	3,350,600		143,171
Optimer Pharmaceuticals, Inc. (a)	1,235,000		14,968
Pfizer, Inc.	4,966,100		135,922
TherapeuticsMD, Inc. (a)(g)	7,722,000		26,255
Valeant Pharmaceuticals International, Inc. (Canada) (a)	881,911		59,478
ViroPharma, Inc. (a)	774,078		19,306
Zoetis, Inc. Class A	334,700		11,196
			617,537
TOTAL HEALTH CARE			1,844,541
INDUSTRIALS - 6.2%
Aerospace & Defense - 0.9%
Textron, Inc.	2,441,600		70,440
United Technologies Corp.	1,204,400		109,058
			179,498
Airlines - 0.1%
Copa Holdings SA Class A	157,100		16,404
Building Products - 0.5%
American Woodmark Corp. (a)(g)	745,054		23,916
Armstrong World Industries, Inc.	330,000		16,873
Fortune Brands Home & Security, Inc. (a)	567,100		19,593
Masco Corp.	1,608,700		30,984
Masonite Worldwide Holdings (a)	5,358		238
Masonite Worldwide Holdings:
warrants 5/20/14 (a)	25,981		91
warrants 5/20/16 (a)	19,485		58
			91,753
Commercial Services & Supplies - 0.3%
ADT Corp.	321,850		15,413
Tyco International Ltd.	1,358,500		43,486
			58,899
Electrical Equipment - 0.3%
AMETEK, Inc.	850,002		35,556
Generac Holdings, Inc.	441,600		15,213
Regal-Beloit Corp.	266,000		20,556
			71,325
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Industrial Conglomerates - 2.3%
Carlisle Companies, Inc.	548,000		$ 37,193
Danaher Corp.	1,188,300		73,199
General Electric Co.	13,623,500		316,338
Koninklijke Philips Electronics NV	237,200		6,701
Koninklijke Philips Electronics NV (depositary receipt) (NY Reg.)	1,373,900		38,881
			472,312
Machinery - 1.1%
Cummins, Inc.	369,200		42,779
Illinois Tool Works, Inc.	1,473,600		90,626
Ingersoll-Rand PLC	825,000		43,436
Mueller Water Products, Inc. Class A	1,661,100		9,335
Stanley Black & Decker, Inc.	455,400		35,840
Westport Innovations, Inc. (a)(f)	14,059		407
			222,423
Marine - 0.0%
DryShips, Inc. (a)	3,755,900		7,249
Road & Rail - 0.6%
Union Pacific Corp.	879,556		120,596
Trading Companies & Distributors - 0.1%
WESCO International, Inc. (a)	327,200		24,180
TOTAL INDUSTRIALS			1,264,639
INFORMATION TECHNOLOGY - 12.2%
Communications Equipment - 1.8%
Cisco Systems, Inc.	1,457,400		30,387
Juniper Networks, Inc. (a)	2,627,900		54,345
Motorola Solutions, Inc.	1,995,300		124,128
QUALCOMM, Inc.	2,392,200		157,000
			365,860
Computers & Peripherals - 2.4%
Apple, Inc.	859,700		379,477
Hewlett-Packard Co.	1,052,600		21,199
NCR Corp. (a)	1,447,400		39,919
SanDisk Corp. (a)	793,800		40,000
			480,595
Electronic Equipment & Components - 0.4%
Amphenol Corp. Class A	878,000		62,215
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - continued
Arrow Electronics, Inc. (a)	428,800		$ 17,216
E Ink Holdings, Inc. GDR (a)(h)	140,100		1,075
			80,506
Internet Software & Services - 2.6%
Demand Media, Inc. (a)(f)	2,972,708		24,079
eBay, Inc. (a)	2,005,300		109,650
Facebook, Inc. Class A	1,631,560		44,460
Google, Inc. Class A (a)	366,100		293,319
Mail.ru Group Ltd.:
GDR (h)	580,000		19,476
GDR (Reg. S)	289,900		9,735
Yahoo!, Inc. (a)	860,900		18,346
			519,065
IT Services - 1.6%
Accenture PLC Class A	1,468,400		109,190
Cognizant Technology Solutions Corp. Class A (a)	1,001,400		76,877
Visa, Inc. Class A	917,900		145,616
WNS Holdings Ltd. sponsored ADR (a)	200,000		2,812
			334,495
Semiconductors & Semiconductor Equipment - 1.4%
Altera Corp.	1,290,900		45,724
Analog Devices, Inc.	614,900		27,806
Avago Technologies Ltd.	84,600		2,895
Broadcom Corp. Class A	1,738,700		59,307
Freescale Semiconductor Holdings I Ltd. (a)	3,208,700		49,510
Intel Corp.	30,000		626
Linear Technology Corp.	445,500		17,036
NXP Semiconductors NV (a)	517,800		16,735
Samsung Electronics Co. Ltd.	29,326		41,757
Skyworks Solutions, Inc. (a)	392,800		8,367
Spansion, Inc. Class A	4,742		56
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR	1,318,400		24,061
			293,880
Software - 2.0%
Adobe Systems, Inc. (a)	1,686,100		66,264
Citrix Systems, Inc. (a)	333,200		23,624
Fortinet, Inc. (a)	418,506		10,119
Microsoft Corp.	1,320,700		36,715
Oracle Corp.	5,030,300		172,338
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
QLIK Technologies, Inc. (a)	472,300		$ 12,280
salesforce.com, Inc. (a)	413,300		69,939
Splunk, Inc.	36,800		1,330
Workday, Inc.	332,500		18,384
			410,993
TOTAL INFORMATION TECHNOLOGY			2,485,394
MATERIALS - 2.9%
Chemicals - 2.2%
Ashland, Inc.	479,000		37,348
Axiall Corp.	943,400		53,378
Eastman Chemical Co.	607,800		42,382
FMC Corp.	746,100		44,960
LyondellBasell Industries NV Class A (f)	1,255,629		73,605
Monsanto Co.	1,398,300		141,270
RPM International, Inc.	416,700		12,672
W.R. Grace & Co. (a)	467,700		33,478
			439,093
Construction Materials - 0.3%
Eagle Materials, Inc.	228,000		14,663
Martin Marietta Materials, Inc. (f)	218,100		21,184
Vulcan Materials Co.	668,300		34,037
			69,884
Metals & Mining - 0.4%
BHP Billiton Ltd. sponsored ADR	510,000		38,179
Ivanplats Ltd. Class A (p)	2,928,027		10,681
Walter Energy, Inc.	900,900		28,640
			77,500
TOTAL MATERIALS			586,477
TELECOMMUNICATION SERVICES - 0.6%
Diversified Telecommunication Services - 0.5%
Broadview Networks Holdings, Inc.	123,987		1,674
Iliad SA	87,465		16,740
Verizon Communications, Inc.	1,738,200		80,878
			99,292
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - 0.1%
SBA Communications Corp. Class A (a)	350,800		$ 24,949
TOTAL TELECOMMUNICATION SERVICES			124,241
UTILITIES - 0.9%
Electric Utilities - 0.6%
Bicent Power LLC:
warrants 8/21/22 (a)	531		0
warrants 8/21/22 (a)	327		0
Edison International	1,312,900		63,059
NextEra Energy, Inc.	879,200		63,188
			126,247
Multi-Utilities - 0.3%
Sempra Energy	824,500		64,113
TOTAL UTILITIES			190,360
TOTAL COMMON STOCKS (Cost $10,100,224)		13,158,176
Preferred Stocks - 0.7%
Convertible Preferred Stocks - 0.3%
CONSUMER DISCRETIONARY - 0.2%
Automobiles - 0.0%
General Motors Co. 4.75%	148,900		6,220
Media - 0.2%
Vice Holdings, Inc. Series A (p)	6,701		34,999
TOTAL CONSUMER DISCRETIONARY			41,219
ENERGY - 0.0%
Oil, Gas & Consumable Fuels - 0.0%
Apache Corp. 6.00%	36,200		1,563
Chesapeake Energy Corp. 5.00%	18,580		1,606
			3,169
INFORMATION TECHNOLOGY - 0.0%
Internet Software & Services - 0.0%
wetpaint.com, Inc. Series C (a)(p)	497,017		994
Preferred Stocks - continued
	Shares		Value (000s)
Convertible Preferred Stocks - continued
MATERIALS - 0.0%
Metals & Mining - 0.0%
AngloGold Ashanti Holdings Finance PLC 6.00%	104,600		$ 3,060
UTILITIES - 0.1%
Electric Utilities - 0.1%
AES Trust III 6.75%	122,232		6,142
PPL Corp. 8.75%	108,000		5,948
			12,090
TOTAL CONVERTIBLE PREFERRED STOCKS			60,532
Nonconvertible Preferred Stocks - 0.4%
CONSUMER DISCRETIONARY - 0.3%
Automobiles - 0.3%
Volkswagen AG	237,100		51,772
FINANCIALS - 0.1%
Consumer Finance - 0.1%
Ally Financial, Inc. 7.00% (h)	10,951		10,595
Diversified Financial Services - 0.0%
GMAC Capital Trust I Series 2, 8.125%	377,872		10,029
TOTAL FINANCIALS			20,624
HEALTH CARE - 0.0%
Health Care Equipment & Supplies - 0.0%
Sartorius AG (non-vtg.)	90,117		10,380
TOTAL NONCONVERTIBLE PREFERRED STOCKS			82,776
TOTAL PREFERRED STOCKS (Cost $117,182)		143,308

Corporate Bonds - 13.3%
	Principal Amount (000s)		Value (000s)
Convertible Bonds - 0.1%
CONSUMER DISCRETIONARY - 0.0%
Media - 0.0%
Liberty Media Corp.:
3.5% 1/15/31	$ 380		$ 326
3.5% 1/15/31 (h)	2,807		2,409
Mood Media Corp. 10% 10/31/15 (h)	32		33
			2,768
ENERGY - 0.0%
Oil, Gas & Consumable Fuels - 0.0%
Chesapeake Energy Corp. 2.75% 11/15/35	3,700		3,686
Massey Energy Co. 3.25% 8/1/15	1,880		1,794
			5,480
INDUSTRIALS - 0.1%
Building Products - 0.1%
Aspen Aerogels, Inc.:
8% 6/1/14 (p)	10,000		10,000
8% 12/6/14 (p)	3,000		3,000
			13,000
MATERIALS - 0.0%
Construction Materials - 0.0%
Headwaters, Inc. 2.5% 2/1/14	4,920		4,871
TOTAL CONVERTIBLE BONDS			26,119
Nonconvertible Bonds - 13.2%
CONSUMER DISCRETIONARY - 1.3%
Auto Components - 0.0%
Continental Rubber of America Corp. 4.5% 9/15/19 (h)	755		764
DaimlerChrysler NA Holding Corp. 6.5% 11/15/13	1,110		1,154
Delphi Corp.:
5% 2/15/23	5,485		5,711
6.125% 5/15/21	1,690		1,842
Tenneco, Inc. 6.875% 12/15/20	2,415		2,638
			12,109
Automobiles - 0.1%
Daimler Finance North America LLC 1.95% 3/28/14 (h)	1,854		1,874
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
CONSUMER DISCRETIONARY - continued
Automobiles - continued
Ford Motor Co.:
4.75% 1/15/43	$ 4,571		$ 4,343
6.375% 2/1/29	2,190		2,477
7.45% 7/16/31	8,972		11,493
General Motors Corp.:
6.75% 5/1/28 (d)	390		0
7.125% 7/15/13 (d)	1,135		0
7.2% 1/15/11 (d)	2,855		0
7.4% 9/1/25 (d)	195		0
7.7% 4/15/16 (d)	705		0
8.25% 7/15/23 (d)	5,475		0
8.375% 7/15/33 (d)	16,800		0
Volkswagen International Finance NV 2.375% 3/22/17 (h)	1,515		1,567
			21,754
Distributors - 0.0%
Ferrellgas LP/Ferrellgas Finance Corp. 6.5% 5/1/21	1,745		1,762
Diversified Consumer Services - 0.0%
Laureate Education, Inc. 9.25% 9/1/19 (h)	3,935		4,279
Hotels, Restaurants & Leisure - 0.2%
American Casino & Entertainment Properties LLC 11% 6/15/14	2,780		2,829
Boyd Acquisition Sub LLC/Boyd Acquisition Finance Corp. 8.375% 2/15/18 (h)	325		338
Caesars Entertainment Operating Co., Inc. 8.5% 2/15/20	3,765		3,671
Caesars Operating Escrow LLC/Caesars Escrow Corp. 9% 2/15/20 (h)	1,765		1,750
Chester Downs & Marina LLC 9.25% 2/1/20 (h)	435		417
Choice Hotels International, Inc. 5.75% 7/1/22	390		432
Chukchansi Economic Development Authority 9.75% 5/30/20 (h)	2,861		1,709
Graton Economic Development Authority 9.625% 9/1/19 (h)	1,065		1,195
Landry's Holdings II, Inc. 10.25% 1/1/18 (h)	900		932
MCE Finance Ltd. 5% 2/15/21 (h)	1,290		1,290
MGM Mirage, Inc.:
5.875% 2/27/14	2,998		3,110
6.625% 12/15/21	1,115		1,151
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
CONSUMER DISCRETIONARY - continued
Hotels, Restaurants & Leisure - continued
MGM Mirage, Inc.: - continued
6.75% 4/1/13	$ 80		$ 80
7.5% 6/1/16	2,855		3,141
MTR Gaming Group, Inc. 11.5% 8/1/19 pay-in-kind	17		17
NAI Entertainment Holdings LLC/NAI Entertainment Finance Corp. 8.25% 12/15/17 (h)	954		1,040
Pinnacle Entertainment, Inc. 7.75% 4/1/22	450		473
Royal Caribbean Cruises Ltd. 5.25% 11/15/22	615		626
Shingle Springs Tribal Gaming Authority 9.375% 6/15/15 (h)	2,270		2,253
Station Casinos LLC 3.66% 6/18/18 (e)	6,335		6,375
Waterford Gaming LLC/Waterford Gaming Finance Corp. 8.625% 9/15/14 (h)	985		327
			33,156
Household Durables - 0.1%
Beazer Homes USA, Inc. 7.25% 2/1/23 (h)	775		787
Brookfield Residential Properties, Inc. 6.5% 12/15/20 (h)	620		659
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg) SA:
5.75% 10/15/20	6,420		6,629
7.875% 8/15/19	8,325		9,199
8.25% 2/15/21	1,485		1,533
9% 4/15/19	835		885
William Lyon Homes, Inc. 8.5% 11/15/20 (h)	730		788
			20,480
Leisure Equipment & Products - 0.0%
FGI Operating Co. LLC/FGI Finance, Inc. 7.875% 5/1/20 (h)	560		578
Media - 0.8%
AMC Networks, Inc. 7.75% 7/15/21	340		385
Bresnan Broadband Holdings LLC 8% 12/15/18 (h)	875		958
Cablevision Systems Corp. 5.875% 9/15/22	2,910		2,823
CCO Holdings LLC/CCO Holdings Capital Corp.:
5.125% 2/15/23	1,580		1,544
5.25% 3/15/21 (h)(j)	1,375		1,375
5.75% 9/1/23 (h)(j)	945		945
8.125% 4/30/20	3,485		3,881
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
CONSUMER DISCRETIONARY - continued
Media - continued
Cequel Communications Escrow 1 LLC/Cequel Communications Escrow Capital Corp. 6.375% 9/15/20 (h)	$ 325		$ 336
Checkout Holding Corp. 0% 11/15/15 (h)	1,290		938
Cinemark USA, Inc. 5.125% 12/15/22 (h)	355		357
Clear Channel Communications, Inc.:
5.5% 9/15/14	2,355		2,296
5.5% 12/15/16	1,330		865
Clear Channel Worldwide Holdings, Inc.:
6.5% 11/15/22 (h)	755		789
6.5% 11/15/22 (h)	2,040		2,147
7.625% 3/15/20	585		600
7.625% 3/15/20	4,105		4,249
Comcast Corp.:
4.95% 6/15/16	790		892
5.7% 5/15/18	785		945
6.4% 5/15/38	6,000		7,690
6.4% 3/1/40	4,017		5,183
6.95% 8/15/37	7,000		9,493
COX Communications, Inc.:
3.25% 12/15/22 (h)	2,162		2,174
4.625% 6/1/13	2,632		2,659
Discovery Communications LLC:
3.7% 6/1/15	4,012		4,262
5.05% 6/1/20	168		193
6.35% 6/1/40	3,224		3,930
DISH DBS Corp.:
5.875% 7/15/22	2,655		2,794
6.75% 6/1/21	3,515		3,910
EchoStar Communications Corp. 6.625% 10/1/14	3,000		3,203
Lamar Media Corp.:
5.875% 2/1/22	525		570
7.875% 4/15/18	1,400		1,523
Mood Media Corp. 9.25% 10/15/20 (h)	1,420		1,519
National CineMedia LLC:
6% 4/15/22	2,600		2,789
7.875% 7/15/21	1,380		1,532
NBCUniversal Media LLC:
3.65% 4/30/15	1,216		1,290
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
CONSUMER DISCRETIONARY - continued
Media - continued
NBCUniversal Media LLC: - continued
5.15% 4/30/20	$ 4,917		$ 5,838
6.4% 4/30/40	4,249		5,462
News America Holdings, Inc. 7.75% 12/1/45	7,312		10,116
Nielsen Finance LLC/Nielsen Finance Co.:
4.5% 10/1/20 (h)	1,770		1,748
7.75% 10/15/18	3,165		3,497
11.625% 2/1/14	1,171		1,268
Radio One, Inc. 12.5% 5/24/16 pay-in-kind (l)	4,567		4,590
Regal Entertainment Group 5.75% 2/1/25	340		333
Satelites Mexicanos SA de CV 9.5% 5/15/17	475		494
Sheridan Group, Inc. 12.5% 4/15/14	1,775		1,544
Time Warner Cable, Inc.:
5.5% 9/1/41	11,225		11,764
6.2% 7/1/13	3,131		3,186
6.75% 7/1/18	1,581		1,936
Time Warner, Inc.:
3.15% 7/15/15	451		475
5.375% 10/15/41	1,539		1,659
5.875% 11/15/16	3,738		4,359
6.2% 3/15/40	2,618		3,100
6.5% 11/15/36	2,633		3,175
Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH:
5.5% 1/15/23 (h)	1,340		1,350
7.5% 3/15/19 (h)	480		523
UPCB Finance VI Ltd. 6.875% 1/15/22 (h)	1,250		1,353
Viacom, Inc.:
1.25% 2/27/15	377		380
3.5% 4/1/17	219		236
Videotron Ltd. 9.125% 4/15/18	5,565		5,885
WMG Acquisition Corp. 6% 1/15/21 (h)	470		489
			155,799
Specialty Retail - 0.1%
Albea Beauty Holdings SA 8.375% 11/1/19 (h)	1,730		1,825
Asbury Automotive Group, Inc. 8.375% 11/15/20	565		627
Claire's Stores, Inc. 9% 3/15/19 (h)	3,800		4,199
Jo-Ann Stores, Inc. 9.75% 10/15/19 pay-in-kind (h)(l)	1,175		1,201
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Lowe's Companies, Inc. 3.8% 11/15/21	$ 201		$ 221
PETCO Animal Supplies, Inc. 9.25% 12/1/18 (h)	3,260		3,598
Petco Holdings, Inc. 8.5% 10/15/17 pay-in-kind (h)	590		608
Sonic Automotive, Inc.:
7% 7/15/22	885		982
9% 3/15/18	1,000		1,098
			14,359
Textiles, Apparel & Luxury Goods - 0.0%
Burlington Holdings LLC/Burlington Holding Finance, Inc. 9% 2/15/18 pay-in-kind (h)(l)	725		727
TOTAL CONSUMER DISCRETIONARY			265,003
CONSUMER STAPLES - 0.5%
Beverages - 0.1%
Anheuser-Busch InBev Worldwide, Inc.:
2.5% 3/26/13	236		236
5.375% 11/15/14	2,054		2,216
Beam, Inc. 1.875% 5/15/17	1,176		1,198
FBG Finance Ltd. 5.125% 6/15/15 (h)	3,957		4,325
Fortune Brands, Inc.:
5.375% 1/15/16	1,919		2,135
6.375% 6/15/14	1,002		1,072
Heineken NV:
1.4% 10/1/17 (h)	2,951		2,942
2.75% 4/1/23 (h)	3,085		3,007
SABMiller Holdings, Inc.:
1.85% 1/15/15 (h)	1,947		1,981
2.45% 1/15/17 (h)	1,947		2,031
			21,143
Food & Staples Retailing - 0.1%
Bi-Lo LLC/Bi-Lo Finance Corp. 9.25% 2/15/19 (h)	1,030		1,107
ESAL GmbH 6.25% 2/5/23 (h)	925		916
Reddy Ice Corp. 11.25% 3/15/15	3,895		4,041
Rite Aid Corp.:
7.5% 3/1/17	12,125		12,474
7.7% 2/15/27	110		106
9.25% 3/15/20	1,330		1,495
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
CONSUMER STAPLES - continued
Food & Staples Retailing - continued
Tops Markets LLC 8.875% 12/15/17 (h)	$ 675		$ 731
Walgreen Co.:
1% 3/13/15	1,555		1,560
1.8% 9/15/17	2,454		2,489
			24,919
Food Products - 0.1%
Cargill, Inc. 6% 11/27/17 (h)	417		499
ConAgra Foods, Inc.:
1.9% 1/25/18	2,064		2,088
3.2% 1/25/23	2,400		2,395
4.65% 1/25/43	2,673		2,683
FAGE Dairy Industry SA/FAGE USA Dairy Industry, Inc. 9.875% 2/1/20 (h)	405		439
Kraft Foods, Inc.:
6.5% 8/11/17	2,584		3,128
6.5% 2/9/40	2,975		3,895
6.75% 2/19/14	318		336
Michael Foods Holding, Inc. 8.5% 7/15/18 pay-in-kind (h)(l)	425		436
Post Holdings, Inc. 7.375% 2/15/22	1,545		1,669
			17,568
Household Products - 0.0%
Spectrum Brands Escrow Corp.:
6.375% 11/15/20 (h)	350		373
6.625% 11/15/22 (h)	415		446
			819
Personal Products - 0.0%
Alphabet Holding Co., Inc. 7.75% 11/1/17 pay-in-kind (h)	1,435		1,492
Prestige Brands, Inc. 8.125% 2/1/20	220		248
Revlon Consumer Products Corp. 5.75% 2/15/21 (h)	1,105		1,095
			2,835
Tobacco - 0.2%
Altria Group, Inc.:
2.85% 8/9/22	4,020		3,943
4.25% 8/9/42	4,020		3,840
9.7% 11/10/18	5,570		7,775
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
CONSUMER STAPLES - continued
Tobacco - continued
Reynolds American, Inc.:
3.25% 11/1/22	$ 2,999		$ 2,983
4.75% 11/1/42	4,633		4,535
6.75% 6/15/17	3,979		4,805
7.25% 6/15/37	6,101		7,981
			35,862
TOTAL CONSUMER STAPLES			103,146
ENERGY - 1.4%
Energy Equipment & Services - 0.3%
Cameron International Corp. 1.6% 4/30/15	231		233
DCP Midstream LLC:
4.75% 9/30/21 (h)	5,634		5,966
5.35% 3/15/20 (h)	5,174		5,703
Drill Rigs Holdings, Inc. 6.5% 10/1/17 (h)	880		890
El Paso Pipeline Partners Operating Co. LLC:
4.1% 11/15/15	5,488		5,903
5% 10/1/21	2,280		2,545
6.5% 4/1/20	2,264		2,736
FMC Technologies, Inc.:
2% 10/1/17	735		741
3.45% 10/1/22	1,333		1,353
Gulfmark Offshore, Inc. 6.375% 3/15/22	365		376
Noble Holding International Ltd.:
3.05% 3/1/16	756		788
3.45% 8/1/15	1,075		1,126
Offshore Group Investment Ltd.:
7.5% 11/1/19 (h)	7,020		7,213
11.5% 8/1/15	2,588		2,821
Oil States International, Inc. 6.5% 6/1/19	1,420		1,519
Pacific Drilling V Ltd. 7.25% 12/1/17 (h)	2,800		2,954
Precision Drilling Corp.:
6.5% 12/15/21	315		334
6.625% 11/15/20	1,580		1,675
Pride International, Inc. 6.875% 8/15/20	1,355		1,698
Transocean, Inc. 5.05% 12/15/16	3,719		4,143
Unit Corp. 6.625% 5/15/21	4,515		4,696
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
ENERGY - continued
Energy Equipment & Services - continued
Weatherford International Ltd.:
4.95% 10/15/13	$ 2,346		$ 2,406
5.15% 3/15/13	3,067		3,070
			60,889
Oil, Gas & Consumable Fuels - 1.1%
Access Midstream Partners LP/ACMP Finance Corp. 4.875% 5/15/23	1,680		1,659
Alpha Natural Resources, Inc.:
6% 6/1/19	1,735		1,575
6.25% 6/1/21	1,675		1,487
Anadarko Petroleum Corp.:
5.95% 9/15/16	1,489		1,712
6.375% 9/15/17	20,246		24,179
6.45% 9/15/36	4,261		5,228
Apache Corp. 3.25% 4/15/22	193		200
Atlas Pipeline Partners LP/Atlas Pipeline Finance Corp. 5.875% 8/1/23 (h)	1,155		1,149
Cenovus Energy, Inc. 4.5% 9/15/14	745		787
Continental Resources, Inc. 5% 9/15/22	2,690		2,838
Crestwood Midstream Partners LP/Finance Corp.:
7.75% 4/1/19	860		897
7.75% 4/1/19 (h)	1,130		1,170
DCP Midstream Operating LP:
2.5% 12/1/17	2,677		2,707
4.95% 4/1/22	1,048		1,129
Denbury Resources, Inc.:
4.625% 7/15/23	4,625		4,527
8.25% 2/15/20	1,973		2,215
Duke Energy Field Services:
5.375% 10/15/15 (h)	1,647		1,795
6.45% 11/3/36 (h)	3,753		4,218
El Paso Natural Gas Co. 5.95% 4/15/17	1,260		1,458
Enbridge Energy Partners LP 4.2% 9/15/21	6,629		7,012
Encana Holdings Finance Corp. 5.8% 5/1/14	3,892		4,107
Enterprise Products Operating LP:
5.6% 10/15/14	1,482		1,594
5.65% 4/1/13	410		411
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
EP Energy LLC/Everest Acquisition Finance, Inc. 7.75% 9/1/22	$ 885		$ 956
EPE Holdings LLC/EP Energy Bond Co., Inc. 8.125% 12/15/17 pay-in-kind (h)(l)	1,410		1,431
EV Energy Partners LP/EV Energy Finance Corp. 8% 4/15/19	1,715		1,796
Everest Acquisition LLC/Everest Acquisition Finance, Inc.:
6.875% 5/1/19	1,540		1,671
9.375% 5/1/20	4,780		5,437
Forest Oil Corp.:
7.25% 6/15/19	1,670		1,678
7.5% 9/15/20 (h)	1,735		1,861
Genesis Energy LP/Genesis Energy Finance Corp. 5.75% 2/15/21 (h)	575		594
Gulfstream Natural Gas System LLC 6.95% 6/1/16 (h)	677		793
Halcon Resources Corp. 8.875% 5/15/21 (h)	1,030		1,105
Kodiak Oil & Gas Corp.:
5.5% 1/15/21 (h)	485		502
8.125% 12/1/19	1,325		1,487
LINN Energy LLC/LINN Energy Finance Corp.:
6.25% 11/1/19 (h)	3,855		3,932
6.5% 5/15/19	1,820		1,879
Marathon Petroleum Corp.:
3.5% 3/1/16	409		437
5.125% 3/1/21	3,173		3,694
Markwest Energy Partners LP/Markwest Energy Finance Corp. 5.5% 2/15/23	610		637
Midcontinent Express Pipeline LLC 5.45% 9/15/14 (h)	2,559		2,668
Motiva Enterprises LLC:
5.75% 1/15/20 (h)	3,614		4,340
6.85% 1/15/40 (h)	2,906		3,916
Nakilat, Inc. 6.067% 12/31/33 (h)	1,839		2,234
Nexen, Inc.:
5.2% 3/10/15	1,224		1,324
6.2% 7/30/19	1,865		2,298
Occidental Petroleum Corp. 2.7% 2/15/23	1,608		1,623
Penn Virginia Resource Partners LP/Penn Virginia Finance Corp. 8.375% 6/1/20 (h)	425		448
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Petrobras International Finance Co. Ltd.:
3.875% 1/27/16	$ 5,238		$ 5,476
7.875% 3/15/19	5,564		6,811
Petroleos Mexicanos:
3.5% 1/30/23 (h)	4,530		4,439
4.875% 1/24/22	2,315		2,543
5.5% 1/21/21	5,342		6,109
5.5% 6/27/44	8,991		9,193
6% 3/5/20	1,974		2,321
6.5% 6/2/41	3,561		4,193
Phillips 66:
1.95% 3/5/15	1,526		1,560
2.95% 5/1/17	1,527		1,616
4.3% 4/1/22	5,338		5,884
5.875% 5/1/42	4,552		5,416
Plains All American Pipeline LP/PAA Finance Corp.:
3.65% 6/1/22	2,631		2,775
3.95% 9/15/15	308		332
6.125% 1/15/17	1,880		2,200
QR Energy LP/QRE Finance Corp. 9.25% 8/1/20	1,075		1,134
Rockies Express Pipeline LLC 6% 1/15/19 (h)	2,215		2,171
Southeast Supply Header LLC 4.85% 8/15/14 (h)	1,176		1,221
Spectra Energy Capital, LLC 5.65% 3/1/20	944		1,108
Spectra Energy Partners, LP:
2.95% 6/15/16	1,059		1,094
4.6% 6/15/21	1,296		1,384
Suncor Energy, Inc. 6.1% 6/1/18	7,771		9,422
Targa Resources Partners LP/Targa Resources Partners Finance Corp. 6.375% 8/1/22	760		828
Tesoro Corp.:
4.25% 10/1/17	765		796
5.375% 10/1/22	865		900
Texas Eastern Transmission LP 6% 9/15/17 (h)	948		1,120
TransCapitalInvest Ltd. 5.67% 3/5/14 (h)	5,281		5,476
Western Gas Partners LP 5.375% 6/1/21	7,147		8,082
			218,399
TOTAL ENERGY			279,288
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - 5.1%
Capital Markets - 0.7%
Bear Stearns Companies, Inc. 5.3% 10/30/15	$ 878		$ 972
BlackRock, Inc.:
3.375% 6/1/22	274		289
4.25% 5/24/21	414		465
Goldman Sachs Group, Inc.:
2.375% 1/22/18	10,000		10,132
5.75% 1/24/22	14,718		17,272
5.95% 1/18/18	4,242		4,962
6.15% 4/1/18	3,466		4,096
Lazard Group LLC:
6.85% 6/15/17	5,189		5,981
7.125% 5/15/15	1,855		2,057
Merrill Lynch & Co., Inc.:
6.11% 1/29/37	9,300		10,608
6.4% 8/28/17	4,204		4,936
7.75% 5/14/38	7,615		10,289
Morgan Stanley:
3.75% 2/25/23	6,745		6,816
4% 7/24/15	1,137		1,200
4.75% 4/1/14	335		347
4.875% 11/1/22	7,126		7,525
5.375% 10/15/15	15,930		17,390
5.5% 7/28/21	1,128		1,295
5.625% 9/23/19	453		524
5.75% 1/25/21	4,278		4,961
5.95% 12/28/17	250		290
6% 4/28/15	22,938		25,040
6.625% 4/1/18	1,494		1,778
UBS AG Stamford Branch 2.25% 1/28/14	1,003		1,018
			140,243
Commercial Banks - 1.1%
Associated Banc Corp. 5.125% 3/28/16	1,852		2,030
Bank of America NA 5.3% 3/15/17	14,681		16,457
BB&T Corp. 3.95% 3/22/22	1,495		1,602
CIT Group, Inc.:
4.25% 8/15/17	2,760		2,857
4.75% 2/15/15 (h)	4,790		5,041
5% 8/15/22	2,195		2,349
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Commercial Banks - continued
CIT Group, Inc.: - continued
5.25% 3/15/18	$ 3,215		$ 3,456
5.375% 5/15/20	2,805		3,057
5.5% 2/15/19 (h)	5,285		5,747
Comerica Bank 5.7% 6/1/14	507		537
Comerica, Inc. 4.8% 5/1/15	1,013		1,086
Credit Suisse 6% 2/15/18	12,547		14,477
Credit Suisse New York Branch 5.4% 1/14/20	1,200		1,347
Discover Bank:
7% 4/15/20	3,075		3,819
8.7% 11/18/19	532		712
Fifth Third Bancorp:
3.5% 3/15/22	529		552
4.5% 6/1/18	418		465
5.45% 1/15/17	1,848		2,084
8.25% 3/1/38	3,116		4,350
Fifth Third Bank 4.75% 2/1/15	680		727
Fifth Third Capital Trust IV 6.5% 4/15/67 (l)	3,790		3,795
HBOS PLC 6.75% 5/21/18 (h)	408		452
Huntington Bancshares, Inc. 7% 12/15/20	2,561		3,176
Intesa Sanpaolo SpA:
3.125% 1/15/16	9,095		8,974
3.875% 1/16/18	18,369		18,053
JPMorgan Chase Bank 6% 10/1/17	1,942		2,299
KeyBank NA:
5.45% 3/3/16	2,302		2,596
5.8% 7/1/14	7,641		8,153
KeyCorp. 5.1% 3/24/21	519		604
Marshall & Ilsley Bank:
4.85% 6/16/15	3,881		4,159
5% 1/17/17	7,888		8,672
Regions Bank:
6.45% 6/26/37	8,253		8,831
7.5% 5/15/18	6,849		8,356
Regions Financial Corp.:
5.75% 6/15/15	1,067		1,159
7.75% 11/10/14	4,922		5,427
Royal Bank of Scotland Group PLC 6.125% 12/15/22	35,362		37,110
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Commercial Banks - continued
SunTrust Banks, Inc.:
0.608% 4/1/15 (l)	$ 8,610		$ 8,443
3.5% 1/20/17	3,871		4,166
3.6% 4/15/16	252		270
UnionBanCal Corp.:
3.5% 6/18/22	5,802		6,034
5.25% 12/16/13	893		925
Wachovia Bank NA 4.8% 11/1/14	461		492
Wachovia Corp.:
5.625% 10/15/16	4,581		5,245
5.75% 6/15/17	1,728		2,034
Wells Fargo & Co.:
1.5% 7/1/15	1,400		1,425
3.676% 6/15/16	2,210		2,397
			225,999
Consumer Finance - 0.7%
Ally Financial, Inc.:
4.625% 6/26/15	2,540		2,670
5.5% 2/15/17	5,165		5,565
6.25% 12/1/17	1,800		2,009
American Express Credit Corp.:
2.75% 9/15/15	1,352		1,414
2.8% 9/19/16	519		549
American Honda Finance Corp. 1.45% 2/27/15 (h)	1,975		2,003
Discover Financial Services:
3.85% 11/21/22 (h)	1,983		2,029
5.2% 4/27/22	2,146		2,429
6.45% 6/12/17	10,512		12,347
Ford Motor Credit Co. LLC:
2.5% 1/15/16	14,000		14,254
3% 6/12/17	5,430		5,568
4.25% 2/3/17	8,050		8,618
5.75% 2/1/21	2,190		2,478
5.875% 8/2/21	2,820		3,216
General Electric Capital Corp.:
1% 12/11/15	4,600		4,632
2.1% 12/11/19	1,572		1,602
2.15% 1/9/15	2,265		2,327
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Consumer Finance - continued
General Electric Capital Corp.: - continued
2.25% 11/9/15	$ 534		$ 553
4.625% 1/7/21	703		795
5.625% 9/15/17	17,812		20,983
General Motors Acceptance Corp. 8% 11/1/31	3,240		4,050
GMAC LLC:
6.75% 12/1/14	2,355		2,532
8% 12/31/18	6,035		7,167
8% 11/1/31	21,966		27,567
HSBC USA, Inc. 1.625% 1/16/18	4,988		5,010
Hyundai Capital America:
1.625% 10/2/15 (h)	1,867		1,881
2.125% 10/2/17 (h)	2,063		2,081
			146,329
Diversified Financial Services - 0.9%
ABB Finance (USA), Inc. 2.875% 5/8/22	1,515		1,533
Bank of America Corp.:
3.875% 3/22/17	781		841
5.875% 2/7/42	6,365		7,742
6.5% 8/1/16	1,010		1,166
7.375% 5/15/14	26		28
BP Capital Markets PLC:
3.125% 10/1/15	1,114		1,180
4.5% 10/1/20	1,106		1,257
4.742% 3/11/21	4,210		4,871
Calpine Construction Finance Co. LP 8% 6/1/16 (h)	6,880		7,241
Citigroup, Inc.:
3.953% 6/15/16	5,674		6,099
4.05% 7/30/22	2,389		2,481
4.45% 1/10/17	14,158		15,636
4.5% 1/14/22	4,016		4,470
4.75% 5/19/15	13,577		14,571
5.875% 1/30/42	121		147
5.9% (i)(l)	5,610		5,708
6.125% 5/15/18	685		820
6.5% 8/19/13	18,301		18,796
General Motors Financial Co., Inc.:
4.75% 8/15/17 (h)	8,705		9,118
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Diversified Financial Services - continued
General Motors Financial Co., Inc.: - continued
6.75% 6/1/18	$ 6,765		$ 7,780
Icahn Enterprises LP/Icahn Enterprises Finance Corp.:
7.75% 1/15/16	7,625		7,940
8% 1/15/18	1,015		1,087
JPMorgan Chase & Co.:
3.15% 7/5/16	8,974		9,500
3.25% 9/23/22	10,000		10,095
3.4% 6/24/15	1,092		1,154
Landry's Acquisition Co. 9.375% 5/1/20 (h)	875		936
Lynx I Corp. 5.375% 4/15/21 (h)	770		791
Lynx II Corp. 6.375% 4/15/23 (h)	435		451
NSG Holdings II, LLC 7.75% 12/15/25 (h)	5,023		5,224
RBS Citizens Financial Group, Inc. 4.15% 9/28/22 (h)	5,782		5,918
Studio City Finance Ltd. 8.5% 12/1/20 (h)	5,600		6,160
TECO Finance, Inc.:
4% 3/15/16	1,242		1,338
5.15% 3/15/20	2,029		2,348
TransUnion Holding Co., Inc.:
8.125% 6/15/18 pay-in-kind (h)	1,155		1,210
9.625% 6/15/18 pay-in-kind	810		864
UPCB Finance III Ltd. 6.625% 7/1/20 (h)	2,150		2,306
Wind Acquisition Holdings Finance SA 12.25% 7/15/17 pay-in-kind (h)(l)	3,888		4,007
			172,814
Insurance - 0.8%
A-S Co.-Issuer Subsidiary, Inc./A-S Merger Sub LLC 7.875% 12/15/20 (h)	580		581
American International Group, Inc.:
2.375% 8/24/15	14,000		14,365
3.8% 3/22/17	5,298		5,753
4.875% 9/15/16	1,873		2,093
4.875% 6/1/22	3,800		4,311
5.85% 1/16/18	12,000		14,119
Aon Corp.:
3.125% 5/27/16	3,402		3,590
3.5% 9/30/15	3,819		4,022
5% 9/30/20	107		122
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Insurance - continued
Axis Capital Holdings Ltd. 5.75% 12/1/14	$ 329		$ 351
Great-West Life & Annuity Insurance Co. 7.153% 5/16/46 (h)(l)	2,008		2,068
Hartford Financial Services Group, Inc.:
4% 10/15/17	1,082		1,203
5.125% 4/15/22	9,846		11,347
5.375% 3/15/17	595		678
6.625% 4/15/42	8,421		10,887
Liberty Mutual Group, Inc.:
5% 6/1/21 (h)	6,063		6,625
6.5% 3/15/35 (h)	1,064		1,198
Marsh & McLennan Companies, Inc. 4.8% 7/15/21	4,128		4,677
Massachusetts Mutual Life Insurance Co. 5.375% 12/1/41 (h)	2,993		3,410
MetLife, Inc.:
1.756% 12/15/17 (e)	2,474		2,503
5% 6/15/15	686		751
6.75% 6/1/16	3,874		4,572
Metropolitan Life Global Funding I 3% 1/10/23 (h)	3,522		3,515
Monumental Global Funding III 5.5% 4/22/13 (h)	2,967		2,987
Northwestern Mutual Life Insurance Co. 6.063% 3/30/40 (h)	3,585		4,552
Pacific Life Global Funding 5.15% 4/15/13 (h)	1,422		1,429
Pacific Life Insurance Co. 9.25% 6/15/39 (h)	3,048		4,454
Pacific LifeCorp:
5.125% 1/30/43 (h)	5,462		5,346
6% 2/10/20 (h)	7,857		9,034
Prudential Financial, Inc.:
3.875% 1/14/15	2,500		2,637
4.5% 11/16/21	1,461		1,624
7.375% 6/15/19	1,880		2,411
QBE Insurance Group Ltd. 5.647% 7/1/23 (h)(l)	544		542
Symetra Financial Corp. 6.125% 4/1/16 (h)	6,715		7,463
Unum Group:
5.625% 9/15/20	2,879		3,331
5.75% 8/15/42	5,561		6,014
7.125% 9/30/16	1,802		2,106
			156,671
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Investment Trusts - 0.5%
Alexandria Real Estate Equities, Inc. 4.6% 4/1/22	$ 1,705		$ 1,842
AvalonBay Communities, Inc. 4.95% 3/15/13	216		216
Boston Properties, Inc. 3.85% 2/1/23	6,720		7,118
BRE Properties, Inc. 5.5% 3/15/17	2,027		2,303
Camden Property Trust:
2.95% 12/15/22	2,154		2,094
5.375% 12/15/13	2,150		2,224
DDR Corp. 4.625% 7/15/22	3,877		4,191
Developers Diversified Realty Corp.:
4.75% 4/15/18	4,595		5,081
7.5% 4/1/17	4,966		5,922
9.625% 3/15/16	1,675		2,047
Duke Realty LP:
3.875% 10/15/22	4,238		4,352
4.375% 6/15/22	3,202		3,416
4.625% 5/15/13	1,007		1,014
5.4% 8/15/14	1,096		1,158
5.5% 3/1/16	2,930		3,231
6.75% 3/15/20	1,161		1,420
8.25% 8/15/19	1,838		2,393
Equity One, Inc.:
3.75% 11/15/22	7,300		7,169
5.375% 10/15/15	672		734
6% 9/15/17	666		762
6.25% 1/15/17	530		604
Federal Realty Investment Trust:
5.4% 12/1/13	257		266
5.9% 4/1/20	1,379		1,643
6.2% 1/15/17	365		425
HCP, Inc. 3.15% 8/1/22	8,000		7,959
Health Care REIT, Inc.:
2.25% 3/15/18	11,764		11,870
4.125% 4/1/19	11,300		12,287
HRPT Properties Trust:
5.75% 11/1/15	1,241		1,347
6.25% 6/15/17	726		793
6.65% 1/15/18	490		557
Omega Healthcare Investors, Inc.:
5.875% 3/15/24	3,200		3,376
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
Omega Healthcare Investors, Inc.: - continued
6.75% 10/15/22	$ 1,885		$ 2,078
Washington (REIT) 5.25% 1/15/14	988		1,019
Weingarten Realty Investors 3.375% 10/15/22	1,098		1,079
			103,990
Real Estate Management & Development - 0.4%
AMB Property LP 5.9% 8/15/13	1,520		1,550
BioMed Realty LP:
3.85% 4/15/16	6,469		6,889
4.25% 7/15/22	2,511		2,630
6.125% 4/15/20	1,822		2,129
Brandywine Operating Partnership LP:
3.95% 2/15/23	6,445		6,489
4.95% 4/15/18	2,451		2,725
5.7% 5/1/17	268		303
6% 4/1/16	2,467		2,768
7.5% 5/15/15	698		785
CB Richard Ellis Services, Inc. 6.625% 10/15/20	900		974
Digital Realty Trust LP:
4.5% 7/15/15	2,465		2,625
5.25% 3/15/21	2,876		3,197
ERP Operating LP 5.75% 6/15/17	1,446		1,696
Host Hotels & Resorts LP 4.75% 3/1/23	1,290		1,380
Liberty Property LP:
3.375% 6/15/23	2,951		2,918
4.125% 6/15/22	2,746		2,881
4.75% 10/1/20	6,595		7,265
5.125% 3/2/15	1,317		1,411
5.5% 12/15/16	2,022		2,292
Mack-Cali Realty LP:
2.5% 12/15/17	4,037		4,091
4.5% 4/18/22	1,689		1,797
7.75% 8/15/19	2,149		2,722
Post Apartment Homes LP 3.375% 12/1/22	1,196		1,189
Prime Property Funding, Inc.:
5.125% 6/1/15 (h)	2,161		2,284
5.5% 1/15/14 (h)	935		963
5.7% 4/15/17 (h)	2,286		2,523
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Management & Development - continued
Realogy Corp. 9% 1/15/20 (h)	$ 1,170		$ 1,343
Regency Centers LP:
4.95% 4/15/14	360		375
5.25% 8/1/15	3,216		3,505
5.875% 6/15/17	639		736
Simon Property Group LP:
2.8% 1/30/17	67		71
4.2% 2/1/15	1,785		1,886
Tanger Properties LP:
6.125% 6/1/20	7,035		8,618
6.15% 11/15/15	900		1,021
Ventas Realty LP 2% 2/15/18	3,611		3,621
Weekley Homes LLC/Weekley Finance Corp. 6% 2/1/23 (h)	510		520
			90,172
TOTAL FINANCIALS			1,036,218
HEALTH CARE - 1.0%
Biotechnology - 0.1%
Amgen, Inc.:
3.875% 11/15/21	1,497		1,629
5.15% 11/15/41	14,179		15,531
Celgene Corp. 2.45% 10/15/15	1,882		1,952
			19,112
Health Care Equipment & Supplies - 0.0%
Aviv Healthcare Properties LP/Aviv Healthcare Capital Corp. 7.75% 2/15/19	2,945		3,159
Teleflex, Inc. 6.875% 6/1/19	1,665		1,811
			4,970
Health Care Providers & Services - 0.7%
Aetna, Inc.:
1.5% 11/15/17	706		709
2.75% 11/15/22	2,850		2,782
4.125% 11/15/42	1,591		1,530
Community Health Systems, Inc.:
5.125% 8/15/18	1,275		1,340
7.125% 7/15/20	1,305		1,408
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
HEALTH CARE - continued
Health Care Providers & Services - continued
Coventry Health Care, Inc.:
5.95% 3/15/17	$ 1,030		$ 1,199
6.3% 8/15/14	2,132		2,289
DaVita, Inc.:
5.75% 8/15/22	1,215		1,267
6.625% 11/1/20	1,555		1,691
Express Scripts Holding Co.:
3.9% 2/15/22	1,585		1,689
4.75% 11/15/21	9,848		11,123
6.125% 11/15/41	4,534		5,666
Express Scripts, Inc.:
3.125% 5/15/16	5,121		5,405
6.25% 6/15/14	1,491		1,593
Fresenius Medical Care US Finance II, Inc. 6.5% 9/15/18 (h)	665		758
HCA Holdings, Inc.:
6.25% 2/15/21	1,415		1,495
7.75% 5/15/21	13,495		14,895
HCA, Inc.:
4.75% 5/1/23	2,715		2,708
5.875% 3/15/22	5,645		6,082
5.875% 5/1/23	2,555		2,644
6.5% 2/15/20	10,450		11,769
7.5% 2/15/22	3,250		3,750
7.875% 2/15/20	2,825		3,132
9.875% 2/15/17	551		579
HealthSouth Corp. 5.75% 11/1/24	780		784
Legend Acquisition Sub, Inc. 10.75% 8/15/20 (h)	2,940		2,528
Medco Health Solutions, Inc.:
2.75% 9/15/15	3,610		3,773
4.125% 9/15/20	3,728		4,052
Multiplan, Inc. 9.875% 9/1/18 (h)	3,385		3,757
Radiation Therapy Services, Inc. 8.875% 1/15/17	2,875		2,825
Rural/Metro Corp. 10.125% 7/15/19 (h)	995		980
Sabra Health Care LP/Sabra Capital Corp. 8.125% 11/1/18	1,550		1,674
Surgical Care Affiliates LLC 8.875% 7/15/15 pay-in-kind (h)(l)	4,790		4,886
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
HEALTH CARE - continued
Health Care Providers & Services - continued
Tenet Healthcare Corp.:
4.5% 4/1/21 (h)	$ 1,030		$ 1,015
8.875% 7/1/19	4,610		5,209
9.875% 7/1/14	4,690		5,147
UnitedHealth Group, Inc.:
1.4% 10/15/17	1,172		1,177
1.625% 3/15/19	1,694		1,697
2.75% 2/15/23	957		946
2.875% 3/15/23	7,311		7,286
3.95% 10/15/42	1,306		1,233
4.25% 3/15/43	4,000		3,949
WellPoint, Inc.:
1.25% 9/10/15	89		90
1.875% 1/15/18	161		163
3.3% 1/15/23	3,769		3,815
4.65% 1/15/43	4,578		4,631
			149,120
Health Care Technology - 0.0%
IMS Health, Inc. 6% 11/1/20 (h)	715		744
Pharmaceuticals - 0.2%
AbbVie, Inc.:
1.75% 11/6/17 (h)	5,738		5,810
2.9% 11/6/22 (h)	5,885		5,883
4.4% 11/6/42 (h)	5,747		5,846
Novartis Capital Corp. 2.4% 9/21/22	1,088		1,078
Valeant Pharmaceuticals International 6.375% 10/15/20 (h)	1,445		1,555
VPI Escrow Corp. 6.375% 10/15/20 (h)	2,600		2,795
Watson Pharmaceuticals, Inc.:
1.875% 10/1/17	1,940		1,957
5% 8/15/14	2,209		2,337
Zoetis, Inc.:
1.15% 2/1/16 (h)	5,035		5,050
1.875% 2/1/18 (h)	898		901
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
HEALTH CARE - continued
Pharmaceuticals - continued
Zoetis, Inc.: - continued
3.25% 2/1/23 (h)	$ 2,190		$ 2,204
4.7% 2/1/43 (h)	2,197		2,251
			37,667
TOTAL HEALTH CARE			211,613
INDUSTRIALS - 0.8%
Aerospace & Defense - 0.0%
BAE Systems Holdings, Inc.:
4.95% 6/1/14 (h)	1,753		1,832
6.375% 6/1/19 (h)	3,650		4,355
Bombardier, Inc. 6.125% 1/15/23 (h)	1,145		1,172
DigitalGlobe, Inc. 5.25% 2/1/21 (h)	425		421
GenCorp, Inc. 7.125% 3/15/21 (h)	320		333
			8,113
Air Freight & Logistics - 0.0%
United Parcel Service, Inc. 2.45% 10/1/22	1,559		1,547
Airlines - 0.1%
Continental Airlines, Inc.:
pass-thru trust certificates:
8.388% 5/1/22	60		63
9.798% 4/1/21	2,861		3,233
6.125% 4/29/18 (h)	415		414
6.648% 3/15/19	3,020		3,235
6.9% 7/2/19	852		908
7.339% 4/19/14	669		682
U.S. Airways pass-thru trust certificates:
6.85% 1/30/18	1,747		1,835
8.36% 1/20/19	1,442		1,576
			11,946
Building Products - 0.1%
Associated Materials LLC 9.125% 11/1/17	465		485
BC Mountain LLC/BC Mountain Finance, Inc. 7% 2/1/21 (h)	330		342
Gibraltar Industries, Inc. 6.25% 2/1/21 (h)	185		196
HD Supply, Inc.:
8.125% 4/15/19 (h)	2,870		3,236
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
INDUSTRIALS - continued
Building Products - continued
HD Supply, Inc.: - continued
10.5% 1/15/21 (h)	$ 750		$ 775
Isabelle Acquisition Sub, Inc. 10% 11/15/18 pay-in-kind (h)(l)	330		363
Nortek, Inc. 8.5% 4/15/21 (h)	925		1,018
Ply Gem Industries, Inc. 8.25% 2/15/18	3,300		3,572
USG Corp.:
6.3% 11/15/16	170		179
7.875% 3/30/20 (h)	905		1,036
9.75% 1/15/18	975		1,147
			12,349
Commercial Services & Supplies - 0.2%
APX Group, Inc.:
6.375% 12/1/19 (h)	3,360		3,280
8.75% 12/1/20 (h)	2,240		2,218
ARAMARK Corp. 5.75% 3/15/20 (h)(j)	1,345		1,374
ARAMARK Holdings Corp. 8.625% 5/1/16 pay-in-kind (h)(l)	2,045		2,088
Clean Harbors, Inc. 5.125% 6/1/21 (h)	740		751
Covanta Holding Corp.:
6.375% 10/1/22	1,290		1,399
7.25% 12/1/20	1,920		2,106
International Lease Finance Corp.:
5.625% 9/20/13	5,290		5,399
5.65% 6/1/14	4,439		4,639
6.375% 3/25/13	6,647		6,667
6.625% 11/15/13	8,252		8,541
Tervita Corp.:
8% 11/15/18 (h)	1,025		1,056
9.75% 11/1/19 (h)	2,655		2,628
WP Rocket Merger Sub, Inc. 10.125% 7/15/19 (h)	1,200		1,188
			43,334
Electrical Equipment - 0.0%
Anixter International, Inc. 5.625% 5/1/19	705		746
Industrial Conglomerates - 0.1%
General Electric Co. 4.125% 10/9/42	17,973		17,969
Machinery - 0.0%
Briggs & Stratton Corp. 6.875% 12/15/20	920		1,040
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
INDUSTRIALS - continued
Machinery - continued
Deere & Co. 2.6% 6/8/22	$ 1,988		$ 2,003
TRAC Intermodal LLC/TRAC Intermodal Corp. 11% 8/15/19 (h)	910		974
			4,017
Marine - 0.0%
Navios Maritime Acquisition Corp./Navios Acquisition Finance US, Inc. 8.625% 11/1/17	1,035		1,036
Navios Maritime Holdings, Inc.:
8.125% 2/15/19	1,725		1,492
8.875% 11/1/17	1,420		1,445
Navios South American Logisitcs, Inc./Navios Logistics Finance U.S., Inc. 9.25% 4/15/19	505		530
			4,503
Professional Services - 0.0%
FTI Consulting, Inc. 6% 11/15/22 (h)	1,515		1,564
Road & Rail - 0.1%
Burlington Northern Santa Fe LLC:
4.4% 3/15/42	9,840		9,910
5.05% 3/1/41	7,178		7,954
HDTFS, Inc.:
5.875% 10/15/20 (h)	1,120		1,163
6.25% 10/15/22 (h)	800		860
NESCO LLC/NESCO Holdings Corp. 11.75% 4/15/17 (h)	965		1,049
Western Express, Inc. 12.5% 4/15/15 (h)	3,725		2,663
			23,599
Trading Companies & Distributors - 0.2%
International Lease Finance Corp.:
5.75% 5/15/16	1,840		1,979
5.875% 5/1/13	3,460		3,482
6.25% 5/15/19	3,035		3,324
7.125% 9/1/18 (h)	5,560		6,498
8.25% 12/15/20	4,165		5,102
8.625% 9/15/15	4,640		5,278
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
INDUSTRIALS - continued
Trading Companies & Distributors - continued
International Lease Finance Corp.: - continued
8.625% 1/15/22	$ 3,910		$ 4,966
VWR Funding, Inc. 7.25% 9/15/17 (h)	2,695		2,836
			33,465
TOTAL INDUSTRIALS			163,152
INFORMATION TECHNOLOGY - 0.4%
Communications Equipment - 0.1%
Avaya, Inc.:
7% 4/1/19 (h)	2,295		2,192
9% 4/1/19 (h)	3,495		3,595
10.125% 11/1/15 pay-in-kind (l)	4,428		4,356
Hughes Satellite Systems Corp. 6.5% 6/15/19	7,595		8,317
Lucent Technologies, Inc.:
6.45% 3/15/29	11,996		9,327
6.5% 1/15/28	1,110		855
			28,642
Electronic Equipment & Components - 0.0%
Infor US, Inc. 9.375% 4/1/19	755		847
Tyco Electronics Group SA:
1.6% 2/3/15	156		158
5.95% 1/15/14	4,453		4,651
6.55% 10/1/17	815		974
			6,630
Internet Software & Services - 0.0%
Cyrusone LP/Cyrusone Finance Corp. 6.375% 11/15/22 (h)	885		943
IAC/InterActiveCorp 4.75% 12/15/22 (h)	1,475		1,434
			2,377
IT Services - 0.2%
Ceridian Corp. 8.875% 7/15/19 (h)	1,110		1,243
First Data Corp.:
6.75% 11/1/20 (h)	6,215		6,370
11.25% 1/15/21 (h)	4,125		4,192
SunGard Data Systems, Inc.:
4.875% 1/15/14	12,355		12,664
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
INFORMATION TECHNOLOGY - continued
IT Services - continued
SunGard Data Systems, Inc.: - continued
6.625% 11/1/19 (h)	$ 2,205		$ 2,252
The Western Union Co. 2.375% 12/10/15	128		130
WEX, Inc. 4.75% 2/1/23 (h)	615		597
WideOpenWest Finance LLC/WideOpenWest Capital Corp.:
10.25% 7/15/19 (h)	3,270		3,540
13.375% 10/15/19 (h)	1,780		1,931
			32,919
Office Electronics - 0.1%
Xerox Corp.:
1.1101% 5/16/14 (l)	8,470		8,454
2.95% 3/15/17	947		971
4.25% 2/15/15	1,130		1,189
			10,614
Semiconductors & Semiconductor Equipment - 0.0%
Freescale Semiconductor, Inc. 10.125% 3/15/18 (h)	3,182		3,524
NXP BV/NXP Funding LLC:
3.054% 10/15/13 (l)	85		85
5.75% 2/15/21 (h)	1,595		1,631
9.75% 8/1/18 (h)	380		434
Spansion LLC:
7.875% 11/15/17	1,150		1,208
11.25% 1/15/16 (d)(h)	905		0
Viasystems, Inc. 7.875% 5/1/19 (h)	2,570		2,679
			9,561
Software - 0.0%
Nuance Communications, Inc. 5.375% 8/15/20 (h)	640		648
TOTAL INFORMATION TECHNOLOGY			91,391
MATERIALS - 0.5%
Chemicals - 0.1%
Axiall Corp. 4.875% 5/15/23 (h)	380		385
Eagle Spinco, Inc. 4.625% 2/15/21 (h)	640		648
Ecolab, Inc. 1.45% 12/8/17	3,078		3,064
Hexion US Finance Corp. 6.625% 4/15/20 (h)	2,810		2,764
INEOS Group Holdings PLC 8.5% 2/15/16 (h)	3,470		3,526
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
MATERIALS - continued
Chemicals - continued
Kinove German Bondco GmbH 9.625% 6/15/18 (h)	$ 1,060		$ 1,166
MPM Escrow LLC/MPM Finance Escrow Corp. 8.875% 10/15/20	3,135		3,217
Orion Engineered Carbons Finance & Co. SCA 9.25% 8/1/19 pay-in-kind (h)(l)	1,000		998
PolyOne Corp. 5.25% 3/15/23 (h)	1,360		1,374
Rockwood Specialties Group, Inc. 4.625% 10/15/20	2,285		2,362
The Dow Chemical Co. 7.6% 5/15/14	3,698		3,999
Trinseo Materials Operating SCA/Trinseo Materials Finance, Inc. 8.75% 2/1/19 (h)	2,835		2,821
U.S. Coatings Acquisition, Inc./Flash Dutch 2 BV 7.375% 5/1/21 (h)	585		608
			26,932
Construction Materials - 0.0%
CEMEX Finance LLC 9.375% 10/12/22 (h)	1,420		1,651
CEMEX SA de CV 5.311% 9/30/15 (h)(l)	2,815		2,857
CRH America, Inc. 6% 9/30/16	2,470		2,814
			7,322
Containers & Packaging - 0.1%
ARD Finance SA 11.125% 6/1/18 pay-in-kind (h)	1,937		2,101
Ardagh Packaging Finance PLC:
7.375% 10/15/17 (h)	200		218
9.125% 10/15/20 (h)	685		747
Ardagh Packaging Finance PLC / Ardagh MP Holdings USA, Inc.:
7.375% 10/15/17 (h)	300		326
9.125% 10/15/20 (h)	690		750
Ardagh Packaging Finance PLC/Ardagh MP Holdings USA, Inc.:
4.875% 11/15/22 (h)	275		272
7% 11/15/20 (h)	715		720
Consolidated Container Co. LLC/Consolidated Container Capital, Inc. 10.125% 7/15/20 (h)	555		597
Crown Americas LLC/Crown Americas Capital Corp. III 6.25% 2/1/21	2,040		2,224
Owens-Illinois, Inc. 7.8% 5/15/18	350		410
Pretium Packaging LLC/Pretium Finance, Inc. 11.5% 4/1/16	1,775		1,882
Sappi Papier Holding GmbH 6.625% 4/15/21 (h)	375		388
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
MATERIALS - continued
Containers & Packaging - continued
Sealed Air Corp. 6.5% 12/1/20 (h)	$ 1,065		$ 1,158
Tekni-Plex, Inc. 9.75% 6/1/19 (h)	1,165		1,282
			13,075
Metals & Mining - 0.2%
Anglo American Capital PLC 9.375% 4/8/14 (h)	2,700		2,940
Calcipar SA 6.875% 5/1/18 (h)	720		755
Corporacion Nacional del Cobre de Chile (Codelco) 3.875% 11/3/21 (h)	7,189		7,590
Edgen Murray Corp. 8.75% 11/1/20 (h)	1,135		1,158
FMG Resources (August 2006) Pty Ltd.:
6% 4/1/17 (h)	1,770		1,836
6.375% 2/1/16 (h)	1,180		1,230
6.875% 4/1/22 (h)	1,770		1,894
7% 11/1/15 (h)	1,865		1,954
Inmet Mining Corp. 7.5% 6/1/21 (h)	725		774
New Gold, Inc.:
6.25% 11/15/22 (h)	615		649
7% 4/15/20 (h)	345		370
Prince Mineral Holding Corp. 11.5% 12/15/19 (h)	405		437
Rain CII Carbon LLC/CII Carbon Corp.:
8% 12/1/18 (h)	1,335		1,402
8.25% 1/15/21 (h)	750		797
Ryerson, Inc./Joseph T Ryerson & Son, Inc.:
9% 10/15/17 (h)	3,375		3,696
11.25% 10/15/18 (h)	745		760
Severstal Columbus LLC 10.25% 2/15/18	4,845		5,184
Steel Dynamics, Inc.:
6.125% 8/15/19 (h)	1,115		1,193
6.375% 8/15/22 (h)	990		1,057
Vale Overseas Ltd. 6.25% 1/23/17	3,128		3,578
			39,254
Paper & Forest Products - 0.1%
Boise Cascade LLC/Boise Cascade Finance Corp. 6.375% 11/1/20 (h)	350		370
Clearwater Paper Corp. 4.5% 2/1/23 (h)	1,250		1,234
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
MATERIALS - continued
Paper & Forest Products - continued
Verso Paper Holdings LLC/Verso Paper, Inc.:
11.75% 1/15/19	$ 4,605		$ 4,858
11.75% 1/15/19	2,615		1,915
			8,377
TOTAL MATERIALS			94,960
TELECOMMUNICATION SERVICES - 0.8%
Diversified Telecommunication Services - 0.4%
Altice Financing SA 7.875% 12/15/19 (h)	550		594
Altice Finco SA 9.875% 12/15/20 (h)	585		649
AT&T, Inc.:
2.4% 8/15/16	293		307
2.5% 8/15/15	1,139		1,186
4.35% 6/15/45 (h)	1,320		1,242
5.55% 8/15/41	12,789		14,428
6.3% 1/15/38	5,000		6,093
BellSouth Capital Funding Corp. 7.875% 2/15/30	68		88
Broadview Networks Holdings, Inc. 10.5% 11/15/17	1,908		1,850
CenturyLink, Inc.:
5.15% 6/15/17	440		463
6% 4/1/17	3,101		3,362
6.15% 9/15/19	3,331		3,590
Eileme 1 AB 14.25% 8/15/20 pay-in-kind (h)	2,288		2,482
Eileme 2 AB 11.625% 1/31/20 (h)	1,725		1,992
Embarq Corp.:
7.082% 6/1/16	3,027		3,478
7.995% 6/1/36	2,621		2,781
FairPoint Communications, Inc. 8.75% 8/15/19 (h)	365		364
Frontier Communications Corp. 7.125% 1/15/23	2,055		2,112
Level 3 Communications, Inc. 8.875% 6/1/19 (h)	435		471
Level 3 Financing, Inc. 7% 6/1/20 (h)	1,460		1,540
Sprint Capital Corp.:
6.875% 11/15/28	1,415		1,429
6.9% 5/1/19	7,925		8,618
8.75% 3/15/32	3,565		4,189
Verizon Communications, Inc.:
3.85% 11/1/42	11,300		10,179
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
TELECOMMUNICATION SERVICES - continued
Diversified Telecommunication Services - continued
Verizon Communications, Inc.: - continued
6.1% 4/15/18	$ 1,909		$ 2,325
6.25% 4/1/37	3,729		4,615
Wind Acquisition Finance SA 7.25% 2/15/18 (h)	1,860		1,916
			82,343
Wireless Telecommunication Services - 0.4%
America Movil S.A.B. de CV:
2.375% 9/8/16	307		318
3.625% 3/30/15	2,672		2,816
Clearwire Communications LLC/Clearwire Finance, Inc.:
12% 12/1/15 (h)	1,082		1,171
14.75% 12/1/16 (h)	3,050		4,278
Digicel Group Ltd.:
6% 4/15/21 (h)(j)	2,805		2,798
7% 2/15/20 (h)	275		289
8.25% 9/30/20 (h)	4,060		4,330
12% 4/1/14 (h)	3,990		4,259
DIRECTV Holdings LLC/DIRECTV Financing, Inc. 6.35% 3/15/40	1,699		1,874
Intelsat Jackson Holdings SA:
6.625% 12/15/22 (h)	2,670		2,697
7.25% 4/1/19	7,260		7,805
7.5% 4/1/21	5,500		5,954
NII Capital Corp. 7.625% 4/1/21	2,609		1,826
NII International Telecom S.C.A. 11.375% 8/15/19 (h)	1,165		1,212
SBA Communications Corp. 5.625% 10/1/19 (h)	1,870		1,919
Sprint Nextel Corp.:
6% 11/15/22	10,910		11,019
7% 8/15/20	5,860		6,373
9% 11/15/18 (h)	6,595		8,178
Vodafone Group PLC 5% 12/16/13	2,129		2,205
			71,321
TOTAL TELECOMMUNICATION SERVICES			153,664
UTILITIES - 1.4%
Electric Utilities - 0.6%
AmerenUE 6.4% 6/15/17	4,026		4,878
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
UTILITIES - continued
Electric Utilities - continued
American Electric Power Co., Inc.:
1.65% 12/15/17	$ 2,349		$ 2,357
2.95% 12/15/22	2,224		2,216
Cleveland Electric Illuminating Co. 5.65% 12/15/13	6,403		6,635
Commonwealth Edison Co. 1.95% 9/1/16	183		190
Duke Capital LLC 5.668% 8/15/14	2,770		2,955
Duquesne Light Holdings, Inc.:
5.9% 12/1/21 (h)	3,934		4,661
6.4% 9/15/20 (h)	8,922		10,730
Edison International 3.75% 9/15/17	3,355		3,646
Edison Mission Energy 7% 5/15/17 (d)	510		258
Entergy Louisiana LLC 1.875% 12/15/14	168		171
FirstEnergy Corp.:
2.75% 3/15/18	2,486		2,486
4.25% 3/15/23	7,046		7,041
7.375% 11/15/31	8,041		9,550
FirstEnergy Solutions Corp.:
4.8% 2/15/15	3,304		3,529
6.05% 8/15/21	9,830		11,701
InterGen NV 9% 6/30/17 (h)	7,050		6,733
IPALCO Enterprises, Inc. 7.25% 4/1/16 (h)	3,670		4,110
LG&E and KU Energy LLC:
2.125% 11/15/15	3,785		3,878
3.75% 11/15/20	745		792
Mirant Americas Generation LLC:
8.5% 10/1/21	6,695		7,867
9.125% 5/1/31	1,745		1,941
Nevada Power Co.:
6.5% 5/15/18	5,100		6,327
6.5% 8/1/18	1,191		1,489
NextEra Energy Capital Holdings, Inc. 1.611% 6/1/14	513		518
Pennsylvania Electric Co. 6.05% 9/1/17	450		526
Pepco Holdings, Inc. 2.7% 10/1/15	3,805		3,950
Progress Energy, Inc.:
4.4% 1/15/21	336		374
6% 12/1/39	3,060		3,712
Sierra Pacific Power Co. 5.45% 9/1/13	1,183		1,211
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
UTILITIES - continued
Electric Utilities - continued
Southern Co. 2.375% 9/15/15	$ 326		$ 339
West Penn Power Co. 5.95% 12/15/17 (h)	10,500		12,381
			129,152
Gas Utilities - 0.0%
AmeriGas Finance LLC/AmeriGas Finance Corp.:
6.75% 5/20/20	830		894
7% 5/20/22	1,785		1,928
Southern Natural Gas Co. 5.9% 4/1/17 (h)	260		304
Southern Natural Gas Co. / Southern Natural Issuing Corp. 4.4% 6/15/21	1,753		1,922
Star Gas Partners LP/Star Gas Finance Co. 8.875% 12/1/17	950		962
			6,010
Independent Power Producers & Energy Traders - 0.4%
Atlantic Power Corp. 9% 11/15/18	1,655		1,787
Calpine Corp. 7.875% 1/15/23 (h)	5,578		6,122
Energy Future Intermediate Holding Co. LLC/Energy Future Intermediate Holding Finance, Inc.:
10% 12/1/20	3,174		3,610
10% 12/1/20 (h)	8,915		10,052
11% 10/1/21	6,978		7,746
11.75% 3/1/22 (h)	19,685		22,736
GenOn Energy, Inc.:
9.5% 10/15/18	520		619
9.875% 10/15/20	1,743		2,004
NRG Energy, Inc. 6.625% 3/15/23 (h)	3,130		3,326
PSEG Power LLC 2.75% 9/15/16	1,379		1,436
RRI Energy, Inc. 7.625% 6/15/14	1,940		2,071
The AES Corp.:
7.375% 7/1/21	1,580		1,785
7.75% 10/15/15	4,660		5,184
TXU Corp.:
5.55% 11/15/14	61		53
6.5% 11/15/24	4,555		3,086
6.55% 11/15/34	7,295		4,815
			76,432
Multi-Utilities - 0.4%
Ameren Illinois Co. 6.125% 11/15/17	243		293
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
UTILITIES - continued
Multi-Utilities - continued
Consolidated Edison Co. of New York, Inc. 5.7% 6/15/40	$ 1,866		$ 2,369
Dominion Resources, Inc.:
1.95% 8/15/16	203		210
2.611% 9/30/66 (l)	14,833		13,855
7.5% 6/30/66 (l)	2,474		2,746
MidAmerican Energy Holdings, Co. 6.5% 9/15/37	1,418		1,860
National Grid PLC 6.3% 8/1/16	845		982
NiSource Finance Corp.:
4.45% 12/1/21	2,441		2,675
5.25% 9/15/17	497		571
5.25% 2/15/43	5,559		5,900
5.4% 7/15/14	1,816		1,926
5.45% 9/15/20	598		701
5.8% 2/1/42	3,125		3,489
5.95% 6/15/41	5,667		6,400
6.15% 3/1/13	1,839		1,839
6.4% 3/15/18	1,788		2,146
6.8% 1/15/19	2,710		3,315
Puget Energy, Inc. 5.625% 7/15/22	3,935		4,288
Sempra Energy:
2% 3/15/14	1,950		1,975
2.3% 4/1/17	5,903		6,129
2.875% 10/1/22	2,361		2,355
Wisconsin Energy Corp. 6.25% 5/15/67 (l)	3,876		4,207
			70,231
TOTAL UTILITIES			281,825
TOTAL NONCONVERTIBLE BONDS			2,680,260
TOTAL CORPORATE BONDS (Cost $2,529,943)		2,706,379
U.S. Treasury Obligations - 5.3%
U.S. Treasury Bonds 3.125% 2/15/43	105,289		105,980
U.S. Treasury Notes:
0.375% 1/15/16	200,345		200,580
U.S. Treasury Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Treasury Notes: - continued
0.375% 2/15/16	$ 28,000		$ 28,024
0.875% 1/31/18	281,755		283,472
1.25% 2/29/20	320,105		320,005
1.625% 11/15/22	98,817		96,794
1.75% 5/15/22 (k)	29,991		29,972
2% 2/15/23	12,457		12,587
TOTAL U.S. TREASURY OBLIGATIONS (Cost $1,071,756)		1,077,414
U.S. Government Agency - Mortgage Securities - 5.4%
Fannie Mae - 4.5%
2.5% 3/1/28 (j)	24,800		25,759
2.5% 3/1/28 (j)	12,300		12,776
2.5% 3/1/28 (j)	13,100		13,607
2.5% 3/1/28 (j)	8,800		9,140
2.559% 6/1/36 (l)	142		152
2.944% 7/1/37 (l)	351		372
3% 5/1/27	55		58
3% 3/1/28 (j)	26,400		27,790
3.5% 3/1/22 to 11/1/42	16,084		17,059
3.5% 3/1/28 (j)	12,000		12,723
3.5% 3/1/28 (j)	1,800		1,908
3.5% 7/1/42	129		137
3.5% 8/1/42	159		169
3.5% 8/1/42	126		134
4% 4/1/24 to 4/1/42	62,274		66,687
4% 3/1/28 (j)	8,000		8,562
4% 3/1/28 (j)	17,100		18,301
4% 3/1/28 (j)	8,100		8,669
4% 9/1/41	114		122
4% 3/1/43 (j)	56,400		60,128
4% 3/1/43 (j)	69,600		74,200
4% 3/1/43 (j)	4,000		4,264
4% 3/1/43 (j)	21,500		22,921
4.5% 11/1/19 to 8/1/41	18,376		19,833
4.5% 3/1/43 (j)	98,900		106,476
4.5% 3/1/43 (j)	42,000		45,217
4.5% 3/1/43 (j)	6,000		6,460
4.5% 3/1/43 (j)	27,300		29,391
5% 12/1/25	49		53
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Fannie Mae - continued
5% 3/1/43 (j)	$ 36,000		$ 38,984
5% 3/1/43 (j)	25,500		27,614
5% 3/1/43 (j)	4,000		4,332
5% 3/1/43 (j)	2,600		2,816
5% 3/1/43 (j)	13,600		14,727
5.5% 5/1/33 to 3/1/40	26,395		29,001
5.5% 3/1/43 (j)	63,800		69,516
5.5% 3/1/43 (j)	2,000		2,179
5.5% 3/1/43 (j)	6,300		6,864
5.5% 3/1/43 (j)	11,200		12,203
6% 6/1/35 to 4/1/40	24,205		26,614
6% 3/1/43 (j)	56,000		61,386
6% 3/1/43 (j)	2,000		2,192
6% 3/1/43 (j)	15,800		17,320
6.5% 7/1/32 to 8/1/36	879		1,004
TOTAL FANNIE MAE			909,820
Freddie Mac - 0.5%
3.439% 10/1/35 (l)	203		218
3.5% 2/1/32 to 11/1/42	15,256		16,187
4% 6/1/24 to 4/1/42	14,371		15,485
4.5% 5/1/39 to 10/1/41	31,257		33,703
5% 3/1/19 to 12/1/40	20,341		22,059
5.5% 5/1/27 to 1/1/40	11,028		11,960
6% 7/1/37 to 8/1/37	691		757
6.5% 3/1/36	2,925		3,349
TOTAL FREDDIE MAC			103,718
Ginnie Mae - 0.4%
3% 11/20/42 to 12/20/42	10,245		10,742
3% 3/1/43 (j)	1,000		1,047
3.5% 11/15/41 to 3/15/42	5,359		5,818
4% 1/15/25 to 12/15/41	14,837		16,244
4% 3/1/43 (j)	4,600		5,002
4.5% 5/20/40 to 4/15/41	11,332		12,436
4.5% 3/1/43 (j)	5,800		6,339
5% 3/15/39 to 9/15/41	18,582		20,614
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Ginnie Mae - continued
5.5% 12/15/38 to 9/15/39	$ 1,626		$ 1,795
6% 2/15/34 to 9/20/38	8,115		9,183
TOTAL GINNIE MAE			89,220
TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES (Cost $1,094,448)		1,102,758
Asset-Backed Securities - 0.1%
Accredited Mortgage Loan Trust Series 2005-1 Class M1, 0.6717% 4/25/35 (l)	601		557
ACE Securities Corp. Home Equity Loan Trust:
Series 2004-HE1 Class M2, 1.8517% 3/25/34 (l)	276		270
Series 2005-HE2 Class M2, 0.8767% 4/25/35 (l)	37		37
Ameriquest Mortgage Securities, Inc. pass-thru certificates:
Series 2003-10 Class M1, 0.9017% 12/25/33 (l)	55		49
Series 2004-R2 Class M3, 1.0267% 4/25/34 (l)	75		57
Series 2005-R2 Class M1, 0.6517% 4/25/35 (l)	1,567		1,529
Argent Securities, Inc. pass-thru certificates:
Series 2003-W7 Class A2, 0.9817% 3/25/34 (l)	36		31
Series 2004-W11 Class M2, 1.2517% 11/25/34 (l)	426		389
Series 2004-W7 Class M1, 1.0267% 5/25/34 (l)	1,108		1,037
Series 2006-W4 Class A2C, 0.3617% 5/25/36 (l)	965		340
Asset Backed Securities Corp. Home Equity Loan Trust:
Series 2004-HE2 Class M1, 1.0267% 4/25/34 (l)	1,696		1,570
Series 2006-HE2 Class M1, 0.5717% 3/25/36 (l)	36		0*
Capital Trust Ltd. Series 2004-1:
Class A2, 0.6507% 7/20/39 (h)(l)	42		38
Class B, 0.9507% 7/20/39 (h)(l)	200		91
Class C, 1.3007% 7/20/39 (h)(l)	258		0*
Carrington Mortgage Loan Trust Series 2007-RFC1 Class A3, 0.3417% 12/25/36 (l)	1,368		705
Countrywide Asset-Backed Certificates Trust Series 2007-4 Class A1A, 0.3237% 9/25/37 (l)	31		31
Countrywide Home Loans, Inc.:
Series 2004-3 Class M4, 1.6567% 4/25/34 (l)	121		57
Series 2004-4 Class M2, 0.9967% 6/25/34 (l)	446		396
Fannie Mae Series 2004-T5 Class AB3, 1.0332% 5/28/35 (l)	30		23
Asset-Backed Securities - continued
	Principal Amount (000s)		Value (000s)
Fieldstone Mortgage Investment Corp. Series 2004-3 Class M5, 2.3767% 8/25/34 (l)	$ 221		$ 161
First Franklin Mortgage Loan Trust:
Series 2004-FF2 Class M3, 1.0267% 3/25/34 (l)	16		11
Series 2006-FF14 Class A2, 0.2617% 10/25/36 (l)	100		100
Fremont Home Loan Trust Series 2005-A:
Class M3, 0.9367% 1/25/35 (l)	720		307
Class M4, 1.2217% 1/25/35 (l)	276		33
GCO Education Loan Funding Master Trust II Series 2007-1A Class C1L, 0.6681% 2/25/47 (h)(l)	2,160		1,470
GE Business Loan Trust:
Series 2003-1 Class A, 0.6312% 4/15/31 (h)(l)	117		111
Series 2006-2A:
Class A, 0.3812% 11/15/34 (h)(l)	894		825
Class B, 0.4812% 11/15/34 (h)(l)	323		275
Class C, 0.5812% 11/15/34 (h)(l)	536		386
Class D, 0.9512% 11/15/34 (h)(l)	204		137
Guggenheim Structured Real Estate Funding Ltd. Series 2006-3 Class C, 0.7517% 9/25/46 (h)(l)	1,031		1,018
Home Equity Asset Trust:
Series 2003-2 Class M1, 1.5217% 8/25/33 (l)	249		243
Series 2003-3 Class M1, 1.4917% 8/25/33 (l)	483		445
Series 2003-5 Class A2, 0.9017% 12/25/33 (l)	25		21
HSI Asset Securitization Corp. Trust Series 2007-HE1 Class 2A3, 0.3917% 1/25/37 (l)	1,137		553
JPMorgan Mortgage Acquisition Trust:
Series 2006-NC2 Class M2, 0.5017% 7/25/36 (l)	2,497		42
Series 2007-CH1 Class AV4, 0.3317% 11/25/36 (l)	1,136		1,100
Keycorp Student Loan Trust:
Series 1999-A Class A2, 0.64% 12/27/29 (l)	339		324
Series 2006-A Class 2C, 1.46% 3/27/42 (l)	2,016		97
MASTR Asset Backed Securities Trust Series 2007-HE1 Class M1, 0.5017% 5/25/37 (l)	505		6
Meritage Mortgage Loan Trust Series 2004-1 Class M1, 0.9517% 7/25/34 (l)	106		86
Merrill Lynch Mortgage Investors Trust:
Series 2003-OPT1 Class M1, 1.1767% 7/25/34 (l)	351		304
Series 2006-FM1 Class A2B, 0.3117% 4/25/37 (l)	864		723
Series 2006-OPT1 Class A1A, 0.4617% 6/25/35 (l)	1,960		1,749
Morgan Stanley ABS Capital I Trust:
Series 2004-HE6 Class A2, 0.5417% 8/25/34 (l)	44		38
Series 2005-NC1 Class M1, 0.6417% 1/25/35 (l)	303		276
Series 2005-NC2 Class B1, 1.3717% 3/25/35 (l)	316		13
Asset-Backed Securities - continued
	Principal Amount (000s)		Value (000s)
New Century Home Equity Loan Trust Series 2005-4 Class M2, 0.7117% 9/25/35 (l)	$ 1,083		$ 888
Ocala Funding LLC:
Series 2005-1A Class A, 1.7007% 3/20/10 (d)(h)(l)	429		0
Series 2006-1A Class A, 1.6007% 3/20/11 (d)(h)(l)	892		0
Park Place Securities, Inc.:
Series 2004-WCW1:
Class M3, 1.4517% 9/25/34 (l)	405		324
Class M4, 1.6517% 9/25/34 (l)	519		152
Series 2005-WCH1 Class M4, 1.0317% 1/25/36 (l)	1,120		910
Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 1.0017% 4/25/33 (l)	4		4
Saxon Asset Securities Trust Series 2004-1 Class M1, 0.9967% 3/25/35 (l)	905		752
Sierra Receivables Funding Co. Series 2007-1A Class A2, 0.3547% 3/20/19 (FGIC Insured) (h)(l)	237		236
SLM Private Credit Student Loan Trust Series 2004-A Class C, 1.258% 6/15/33 (l)	958		654
Structured Asset Investment Loan Trust Series 2004-8 Class M5, 1.9267% 9/25/34 (l)	44		18
SVO VOI Mortgage Corp. Series 2006-AA Class A, 5.28% 2/20/24 (h)	271		275
Terwin Mortgage Trust Series 2003-4HE Class A1, 1.0617% 9/25/34 (l)	22		20
Trapeza CDO XII Ltd./Trapeza CDO XII, Inc. Series 2007-12A Class B, 0.865% 4/6/42 (h)(l)	1,517		19
Whinstone Capital Management Ltd. Series 1A Class B3, 2.101% 10/25/44 (h)(l)	1,358		1,189
TOTAL ASSET-BACKED SECURITIES (Cost $18,367)		23,502
Collateralized Mortgage Obligations - 0.3%
Private Sponsor - 0.2%
Bear Stearns ALT-A Trust floater Series 2005-1 Class A1, 0.7617% 1/25/35 (l)	1,266		1,215
First Horizon Mortgage pass-thru Trust Series 2004-AR5 Class 2A1, 2.6313% 10/25/34 (l)	908		945
Granite Master Issuer PLC:
floater:
Series 2006-1A Class A5, 0.3407% 12/20/54 (h)(l)	5,009		4,909
Series 2006-3 Class M2, 0.7607% 12/20/54 (l)	4,540		4,063
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (000s)
Private Sponsor - continued
Granite Master Issuer PLC: - continued
floater:
Series 2006-4:
Class B1, 0.3807% 12/20/54 (l)	$ 3,154		$ 2,943
Class M1, 0.5407% 12/20/54 (l)	829		742
Series 2007-1:
Class 1B1, 0.3407% 12/20/54 (l)	3,856		3,598
Class 1M1, 0.5007% 12/20/54 (l)	1,114		997
Class 2M1, 0.7007% 12/20/54 (l)	1,431		1,281
Series 2007-2 Class 2C1, 1.0622% 12/17/54 (l)	1,981		1,686
sequential payer Series 2006-3 Class B2, 0.5407% 12/20/54 (l)	4,550		4,245
Granite Mortgages PLC floater Series 2003-3 Class 1C, 2.752% 1/20/44 (l)	326		314
JPMorgan Mortgage Trust sequential payer Series 2006-A5 Class 3A5, 5.5367% 8/25/36 (l)	1,417		1,154
MASTR Adjustable Rate Mortgages Trust Series 2007-3 Class 22A2, 0.4117% 5/25/47 (l)	515		377
Merrill Lynch Alternative Note Asset Trust floater Series 2007-OAR1 Class A1, 0.3717% 2/25/37 (l)	947		818
Opteum Mortgage Acceptance Corp. floater Series 2005-3 Class APT, 0.4917% 7/25/35 (l)	1,325		1,274
RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B:
Class B5, 2.5492% 7/10/35 (h)(l)	664		584
Class B6, 3.0492% 7/10/35 (h)(l)	142		122
Residential Funding Securities Corp. floater Series 2003-RP2 Class A1, 0.6517% 6/25/33 (h)(l)	89		87
Sequoia Mortgage Trust floater Series 2004-6 Class A3B, 1.3885% 7/20/34 (l)	24		23
Structured Asset Securities Corp. Series 2003-15A Class 4A, 4.7816% 4/25/33 (l)	214		212
TBW Mortgage-Backed pass-thru certificates floater Series 2006-4 Class A3, 0.4017% 9/25/36 (l)	2,140		1,963
TOTAL PRIVATE SPONSOR			33,552
U.S. Government Agency - 0.1%
Fannie Mae floater Series 2013-9 Class FA 0.5517% 3/25/42 (l)	16,550		16,568
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $39,963)		50,120
Commercial Mortgage Securities - 2.3%
	Principal Amount (000s)		Value (000s)
Asset Securitization Corp. Series 1997-D5 Class PS1, 1.4302% 2/14/43 (l)(n)	$ 392		$ 13
Banc of America Commercial Mortgage Trust:
sequential payer:
Series 2004-2 Class A4, 4.153% 11/10/38	918		925
Series 2005-1 Class A3, 4.877% 11/10/42	143		143
Series 2006-2 Class AAB, 5.7141% 5/10/45 (l)	619		651
Series 2006-5:
Class A2, 5.317% 9/10/47	2,581		2,581
Class A3, 5.39% 9/10/47	1,272		1,338
Series 2006-6 Class A3, 5.369% 10/10/45	1,824		1,976
Series 2007-4 Class A3, 5.806% 2/10/51 (l)	613		645
Series 2001-3 Class H, 6.562% 4/11/37 (h)	510		513
Series 2005-3 Class A3B, 5.09% 7/10/43 (l)	2,833		2,963
Series 2006-6 Class E, 5.619% 10/10/45 (h)	527		51
Series 2007-3:
Class A3, 5.5925% 6/10/49 (l)	1,523		1,523
Class A4, 5.5925% 6/10/49 (l)	1,901		2,185
Banc of America Commercial Mortgage, Inc. sequential payer Series 2001-1 Class A4, 5.451% 1/15/49	1,997		2,280
Banc of America Large Loan, Inc. floater Series 2006-BIX1 Class G, 0.5312% 10/15/19 (h)(l)	314		311
Bayview Commercial Asset Trust:
floater:
Series 2003-2 Class M1, 1.0517% 12/25/33 (h)(l)	41		30
Series 2005-3A:
Class A2, 0.6017% 11/25/35 (h)(l)	343		287
Class M1, 0.6417% 11/25/35 (h)(l)	45		29
Class M2, 0.6917% 11/25/35 (h)(l)	57		36
Class M3, 0.7117% 11/25/35 (h)(l)	51		32
Class M4, 0.8017% 11/25/35 (h)(l)	64		31
Series 2005-4A:
Class A2, 0.5917% 1/25/36 (h)(l)	899		709
Class B1, 1.6017% 1/25/36 (h)(l)	78		12
Class M1, 0.6517% 1/25/36 (h)(l)	290		161
Class M2, 0.6717% 1/25/36 (h)(l)	87		46
Class M3, 0.7017% 1/25/36 (h)(l)	127		65
Class M4, 0.8117% 1/25/36 (h)(l)	70		34
Class M5, 0.8517% 1/25/36 (h)(l)	70		25
Class M6, 0.9017% 1/25/36 (h)(l)	75		20
Series 2006-1:
Class A2, 0.5617% 4/25/36 (h)(l)	139		113
Class M1, 0.5817% 4/25/36 (h)(l)	50		32
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Bayview Commercial Asset Trust: - continued
floater:
Series 2006-1:
Class M2, 0.6017% 4/25/36 (h)(l)	$ 53		$ 33
Class M3, 0.6217% 4/25/36 (h)(l)	45		27
Class M4, 0.7217% 4/25/36 (h)(l)	26		15
Class M5, 0.7617% 4/25/36 (h)(l)	25		14
Class M6, 0.8417% 4/25/36 (h)(l)	50		21
Series 2006-2A:
Class A1, 0.4317% 7/25/36 (h)(l)	2,095		1,642
Class A2, 0.4817% 7/25/36 (h)(l)	124		98
Class B1, 1.0717% 7/25/36 (h)(l)	47		8
Class M1, 0.5117% 7/25/36 (h)(l)	130		62
Class M2, 0.5317% 7/25/36 (h)(l)	92		41
Class M3, 0.5517% 7/25/36 (h)(l)	76		32
Class M4, 0.6217% 7/25/36 (h)(l)	52		13
Class M5, 0.6717% 7/25/36 (h)(l)	63		15
Class M6, 0.7417% 7/25/36 (h)(l)	95		20
Series 2006-3A:
Class M4, 0.6317% 10/25/36 (h)(l)	104		16
Class M5, 0.6817% 10/25/36 (h)(l)	123		7
Series 2006-4A:
Class A2, 0.4717% 12/25/36 (h)(l)	2,612		1,600
Class M1, 0.4917% 12/25/36 (h)(l)	173		61
Class M2, 0.5117% 12/25/36 (h)(l)	115		31
Class M3, 0.5417% 12/25/36 (h)(l)	118		29
Class M6, 0.7217% 12/25/36 (h)(l)	89		3
Series 2007-1 Class A2, 0.4717% 3/25/37 (h)(l)	533		308
Series 2007-2A:
Class A1, 0.4717% 7/25/37 (h)(l)	518		363
Class A2, 0.5217% 7/25/37 (h)(l)	486		237
Class M1, 0.5717% 7/25/37 (h)(l)	171		47
Class M2, 0.6117% 7/25/37 (h)(l)	93		16
Class M3, 0.6917% 7/25/37 (h)(l)	94		9
Class M4, 0.8517% 7/25/37 (h)(l)	186		11
Class M5, 0.9517% 7/25/37 (h)(l)	164		7
Class M6, 1.2017% 7/25/37 (h)(l)	107		1
Series 2007-3:
Class A2, 0.4917% 7/25/37 (h)(l)	532		277
Class B1, 1.1517% 7/25/37 (h)(l)	119		9
Class B2, 1.8017% 7/25/37 (h)(l)	50		3
Class M1, 0.5117% 7/25/37 (h)(l)	106		36
Class M2, 0.5417% 7/25/37 (h)(l)	113		32
Class M3, 0.5717% 7/25/37 (h)(l)	178		39
Class M4, 0.7017% 7/25/37 (h)(l)	279		47
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Bayview Commercial Asset Trust: - continued
floater:
Series 2007-3:
Class M5, 0.8017% 7/25/37 (h)(l)	$ 146		$ 21
Class M6, 1.0017% 7/25/37 (h)(l)	111		13
Series 2007-4A:
Class M1, 1.1517% 9/25/37 (h)(l)	197		18
Class M2, 1.2517% 9/25/37 (h)(l)	197		15
Class M4, 1.8017% 9/25/37 (h)(l)	501		24
Class M5, 1.9517% 9/25/37 (h)(l)	319		10
Series 2004-1, Class IO, 1.25% 4/25/34 (h)(n)	1,424		55
Series 2006-3A, Class IO, 3.8903% 10/25/36 (h)(l)(n)	24,646		524
Series 2007-5A, Class IO, 4.186% 10/25/37 (h)(l)(n)	3,647		304
Bear Stearns Commercial Mortgage Securities Trust:
floater:
Series 2006-BBA7:
Class H, 0.8512% 3/15/19 (h)(l)	283		280
Class J, 1.0512% 3/15/19 (h)(l)	309		294
Series 2007-BBA8:
Class D, 0.4512% 3/15/22 (h)(l)	452		427
Class E, 0.5012% 3/15/22 (h)(l)	2,347		2,170
Class F, 0.5512% 3/15/22 (h)(l)	1,440		1,302
Class G, 0.6012% 3/15/22 (h)(l)	369		327
Class H, 0.7512% 3/15/22 (h)(l)	452		391
Class J, 0.9012% 3/15/22 (h)(l)	452		379
sequential payer:
Series 2004-PWR3 Class A3, 4.487% 2/11/41	27		27
Series 2007-PW15 Class AAB, 5.315% 2/11/44	2,209		2,281
Series 2007-PW16:
Class A4, 5.7166% 6/11/40 (l)	534		623
Class AAB, 5.7166% 6/11/40 (l)	4,156		4,396
Series 2007-PW18:
Class A2, 5.613% 6/11/50	95		97
Class A4, 5.7% 6/11/50	4,380		5,130
Series 2006-PW13 Class A3, 5.518% 9/11/41	3,219		3,285
Series 2006-PW14 Class X2, 0.6687% 12/11/38 (h)(l)(n)	8,606		48
Series 2006-T22 Class A4, 5.5728% 4/12/38 (l)	114		128
Series 2006-T24 Class X2, 0.4454% 10/12/41 (h)(l)(n)	2,042		7
Series 2007-PW18 Class X2, 0.3087% 6/11/50 (h)(l)(n)	59,010		507
Series 2007-T28 Class X2, 0.1575% 9/11/42 (h)(l)(n)	32,164		149
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Berkeley Federal Bank & Trust FSB Series 1994-1 Class B, 0% 8/1/24 (h)(l)	$ 431		$ 243
C-BASS Trust floater Series 2006-SC1 Class A, 0.4717% 5/25/36 (h)(l)	492		459
CDC Commercial Mortgage Trust Series 2002-FX1:
Class G, 6.625% 5/15/35 (h)	1,072		1,117
Class XCL, 1.3266% 5/15/35 (h)(l)(n)	3,601		57
Citigroup Commercial Mortgage Trust:
floater Series 2006-FL2 Class H, 0.5712% 8/15/21 (h)(l)	74		72
Series 2007-C6:
Class A2, 5.7016% 12/10/49 (l)	26		27
Class A4, 5.7016% 12/10/49 (l)	3,035		3,545
Series 2008-C7 Class A2B, 6.0632% 12/10/49 (l)	544		549
Citigroup/Deutsche Bank Commercial Mortgage Trust:
sequential payer Series 2007-CD4 Class A4, 5.322% 12/11/49	12,448		14,113
Series 2007-CD4 Class A3, 5.293% 12/11/49	888		918
Cobalt CMBS Commercial Mortgage Trust:
sequential payer Series 2007-C3 Class A3, 5.8027% 5/15/46 (l)	912		972
Series 2006-C1 Class B, 5.359% 8/15/48	2,736		311
Series 2007-C2 Class B, 5.617% 4/15/47 (l)	1,019		454
COMM pass-thru certificates:
floater:
Series 2001-J2A Class A2F, 0.7022% 7/16/34 (h)(l)	1		1
Series 2005-F10A Class J, 1.0512% 4/15/17 (h)(l)	96		86
Series 2005-FL11:
Class C, 0.5012% 11/15/17 (h)(l)	560		532
Class D, 0.5412% 11/15/17 (h)(l)	29		27
Class E, 0.5912% 11/15/17 (h)(l)	103		95
Class F, 0.6512% 11/15/17 (h)(l)	114		103
Class G, 0.7012% 11/15/17 (h)(l)	79		70
Series 2006-CN2A:
Class A2FL, 0.4192% 2/5/19 (h)(l)	1,016		1,009
Class AJFL, 0.4592% 2/5/19 (l)	640		630
Series 2006-FL12 Class AJ, 0.3312% 12/15/20 (h)(l)	1,300		1,246
sequential payer:
Series 2006-C8 Class A3, 5.31% 12/10/46	2,599		2,666
Series 2006-CN2A:
Class A2FX, 5.449% 2/5/19 (h)	1,163		1,169
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
COMM pass-thru certificates: - continued
sequential payer:
Series 2006-CN2A:
Class AJFX, 5.478% 2/5/19 (h)	$ 2,940		$ 2,950
Series 2007-C9 Class A4, 5.8001% 12/10/49 (l)	2,018		2,369
Series 2006-C8 Class XP, 0.4673% 12/10/46 (l)(n)	10,872		43
Credit Suisse Commercial Mortgage Trust:
sequential payer:
Series 2006-C4 Class A3, 5.467% 9/15/39	1,107		1,248
Series 2007-C2 Class A2, 5.448% 1/15/49 (l)	306		308
Series 2007-C3 Class A4, 5.6803% 6/15/39 (l)	549		631
Series 2006-C4 Class AAB, 5.439% 9/15/39	1,441		1,460
Series 2006-C5 Class ASP, 0.6649% 12/15/39 (l)(n)	6,774		39
Series 2007-C5 Class A4, 5.695% 9/15/40 (l)	825		938
Credit Suisse First Boston Mortgage Capital Certificates floater Series 2007-TF2A Class B, 0.5512% 4/15/22 (h)(l)	3,254		2,856
Credit Suisse First Boston Mortgage Securities Corp.:
sequential payer Series 2004-C1 Class A4, 4.75% 1/15/37	389		397
Series 2001-CK6 Class AX, 1.0608% 8/15/36 (l)(n)	194		0*
Series 2001-CKN5 Class AX, 1.5108% 9/15/34 (h)(l)(n)	812		1
Series 2006-C1 Class A3, 5.4088% 2/15/39 (l)	2,769		2,794
Credit Suisse Mortgage Capital Certificates:
floater Series 2007-TFL1:
Class B, 0.3512% 2/15/22 (h)(l)	345		335
Class C:
0.3712% 2/15/22 (h)(l)	1,416		1,330
0.4712% 2/15/22 (h)(l)	506		474
Class F, 0.5212% 2/15/22 (h)(l)	1,011		947
Series 2007-C1:
Class ASP, 0.381% 2/15/40 (l)(n)	13,229		49
Class B, 5.487% 2/15/40 (h)(l)	1,394		201
Extended Stay America Trust floater Series 2013-ESFL:
Class A1FL, 1.008% 12/5/31 (h)(l)	1,380		1,380
Class A2FL, 0.908% 12/5/31 (h)(l)	1,380		1,382
Class BFL, 1.558% 12/5/31 (h)(l)	5,070		5,076
Class CFL, 1.708% 12/5/31 (h)(l)	3,690		3,695
GE Capital Commercial Mortgage Corp.:
sequential payer Series 2007-C1 Class A4, 5.543% 12/10/49	9,244		10,489
Series 2001-1 Class X1, 1.8773% 5/15/33 (h)(l)(n)	422		6
Series 2007-C1 Class XP, 0.1604% 12/10/49 (l)(n)	13,571		30
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Greenwich Capital Commercial Funding Corp.:
floater Series 2006-FL4 Class B, 0.3892% 11/5/21 (h)(l)	$ 343		$ 330
sequential payer:
Series 2007-GG11 Class A2, 5.597% 12/10/49	1,150		1,164
Series 2007-GG9 Class A4, 5.444% 3/10/39	28,618		32,606
Series 2007-GG11 Class A1, 0.2381% 12/10/49 (h)(l)(n)	14,577		72
GS Mortgage Securities Corp. II:
floater:
Series 2006-FL8A:
Class E, 0.5777% 6/6/20 (h)(l)	165		164
Class F, 0.6477% 6/6/20 (h)(l)	634		632
Series 2007-EOP:
Class A2, 1.2601% 3/6/20 (h)(l)	2,410		2,414
Class C, 2.0056% 3/6/20 (h)(l)	6,364		6,395
Class D, 2.2018% 3/6/20 (h)(l)	2,144		2,155
Class F, 2.6334% 3/6/20 (h)(l)	94		95
Class G, 2.7903% 3/6/20 (h)(l)	47		47
Class H, 3.3004% 3/6/20 (h)(l)	42		42
Class J, 4.0852% 3/6/20 (h)(l)	60		60
Series 2006-GG6 Class A2, 5.506% 4/10/38	1,998		2,069
GS Mortgage Securities Corp. Trust Series 2013-KYO Class XB1, 3.2489% 11/8/29 (h) (n)	196,352		13,920
GS Mortgage Securities Trust sequential payer:
Series 2006-GG8 Class A2, 5.479% 11/10/39	208		211
Series 2007-GG10 Class A2, 5.778% 8/10/45	198		201
JPMorgan Chase Commercial Mortgage Securities Trust:
floater Series 2006-FLA2:
Class B, 0.3712% 11/15/18 (h)(l)	450		437
Class C, 0.4112% 11/15/18 (h)(l)	320		309
Class D, 0.4312% 11/15/18 (h)(l)	141		134
Class E, 0.4812% 11/15/18 (h)(l)	203		188
Class F, 0.5312% 11/15/18 (h)(l)	305		270
Class G, 0.5612% 11/15/18 (h)(l)	265		224
Class H, 0.7012% 11/15/18 (h)(l)	203		164
sequential payer:
Series 2006-CB14 Class A3B, 5.4965% 12/12/44 (l)	1,422		1,448
Series 2006-LDP8 Class A4, 5.399% 5/15/45	581		659
Series 2006-LDP9:
Class A2, 5.134% 5/15/47 (l)	254		267
Class A3, 5.336% 5/15/47	15,032		16,967
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
JPMorgan Chase Commercial Mortgage Securities Trust: - continued
sequential payer:
Series 2007-CB19 Class A4, 5.7259% 2/12/49 (l)	$ 3,198		$ 3,677
Series 2007-LD11:
Class A2, 5.7974% 6/15/49 (l)	1,378		1,421
Class A4, 5.8124% 6/15/49 (l)	31,855		36,600
Series 2007-LDPX:
Class A2 S, 5.305% 1/15/49	900		910
Class A3, 5.42% 1/15/49	14,834		16,933
Series 2005-LDP3 Class A3, 4.959% 8/15/42	1,190		1,195
Series 2006-CB17 Class A3, 5.45% 12/12/43	174		174
Series 2007-CB18 Class A3, 5.447% 6/12/47 (l)	620		638
Series 2007-CB19:
Class B, 5.7259% 2/12/49 (l)	78		28
Class C, 5.7259% 2/12/49 (l)	204		56
Class D, 5.7259% 2/12/49 (l)	214		36
Series 2007-LDP10:
Class CS, 5.466% 1/15/49 (l)	75		6
Class ES, 5.562% 1/15/49 (h)(l)	472		18
LB Commercial Conduit Mortgage Trust sequential payer Series 2007-C3 Class A4, 5.8939% 7/15/44 (l)	743		864
LB Multi-family Mortgage Trust Series 1991-4 Class A1, 7.125% 4/25/21 (l)	20		14
LB-UBS Commercial Mortgage Trust:
sequential payer:
Series 2006-C1 Class A2, 5.084% 2/15/31	12		12
Series 2006-C6:
Class A2, 5.262% 9/15/39 (l)	15		15
Class A4, 5.372% 9/15/39	410		466
Series 2006-C7 Class A2, 5.3% 11/15/38	526		554
Series 2007-C1 Class A4, 5.424% 2/15/40	2,738		3,133
Series 2007-C2 Class A3, 5.43% 2/15/40	1,980		2,237
Series 2006-C6 Class XCP, 0.6751% 9/15/39 (l)(n)	3,502		14
Series 2007-C1 Class XCP, 0.4249% 2/15/40 (l)(n)	1,246		6
Series 2007-C6 Class A4, 5.858% 7/15/40 (l)	1,140		1,320
Series 2007-C7 Class XCP, 0.2757% 9/15/45 (l)(n)	57,202		295
Lehman Brothers Floating Rate Commercial Mortgage Trust floater Series 2006-LLFA:
Class D, 0.4312% 9/15/21 (h)(l)	292		283
Class E, 0.4912% 9/15/21 (h)(l)	1,054		1,010
Class F, 0.5412% 9/15/21 (h)(l)	868		823
Class G, 0.5612% 9/15/21 (h)(l)	1,714		1,608
Class H, 0.6012% 9/15/21 (h)(l)	442		406
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Merrill Lynch Mortgage Trust:
Series 2005-LC1 Class F, 5.4232% 1/12/44 (h)(l)	$ 793		$ 562
Series 2006-C1 Class A2, 5.683% 5/12/39 (l)	360		362
Series 2007-C1 Class A4, 5.8505% 6/12/50 (l)	3,452		3,994
Series 2008-C1 Class A4, 5.69% 2/12/51	1,947		2,273
Merrill Lynch-CFC Commercial Mortgage Trust:
floater Series 2006-4 Class A2FL, 0.3202% 12/12/49 (l)	52		52
sequential payer:
Series 2006-4 Class ASB, 5.133% 12/12/49 (l)	585		612
Series 2007-5:
Class A3, 5.364% 8/12/48	354		362
Class A4, 5.378% 8/12/48	5,125		5,807
Class B, 5.479% 8/12/48	2,736		754
Series 2007-6 Class A4, 5.485% 3/12/51 (l)	7,400		8,417
Series 2007-7 Class A4, 5.7411% 6/12/50 (l)	3,192		3,657
Series 2006-3 Class ASB, 5.382% 7/12/46 (l)	2,702		2,776
Series 2006-4 Class XP, 0.6175% 12/12/49 (l)(n)	13,483		152
Series 2007-6 Class B, 5.635% 3/12/51 (l)	912		221
Series 2007-7 Class B, 5.7411% 6/12/50 (l)	79		4
Series 2007-8 Class A3, 5.9357% 8/12/49 (l)	787		913
Morgan Stanley Capital I Trust:
floater:
Series 2006-XLF Class C, 1.402% 7/15/19 (h)(l)	272		109
Series 2007-XLFA:
Class C, 0.362% 10/15/20 (h)(l)	523		493
Class D, 0.392% 10/15/20 (h)(l)	507		468
Class E, 0.452% 10/15/20 (h)(l)	634		566
Class F, 0.502% 10/15/20 (h)(l)	380		328
Class G, 0.542% 10/15/20 (h)(l)	470		382
Class H, 0.632% 10/15/20 (h)(l)	296		202
Class J, 0.782% 10/15/20 (h)(l)	171		60
sequential payer:
Series 2005-IQ9 Class A3, 4.54% 7/15/56	785		790
Series 2007-HQ11 Class A31, 5.439% 2/12/44 (l)	462		478
Series 2006-IQ11:
Class A3, 5.657% 10/15/42 (l)	157		158
Class A4, 5.693% 10/15/42 (l)	274		305
Series 2006-T23 Class A3, 5.815% 8/12/41 (l)	466		483
Series 2007-IQ14:
Class A4, 5.692% 4/15/49 (l)	1,368		1,569
Class AAB, 5.654% 4/15/49	2,267		2,437
Class B, 5.7489% 4/15/49 (l)	224		67
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Salomon Brothers Mortgage Securities VII, Inc. Series 2006-C2 Class H, 6.308% 7/18/33 (h)	$ 129		$ 47
Wachovia Bank Commercial Mortgage Trust:
floater:
Series 2006-WL7A:
Class E, 0.4812% 9/15/21 (h)(l)	1,239		1,162
Class F, 0.5412% 9/15/21 (h)(l)	1,426		1,325
Class G, 0.5612% 9/15/21 (h)(l)	1,351		1,225
Class J, 0.8012% 9/15/21 (h)(l)	300		228
Series 2007-WHL8:
Class F, 0.6812% 6/15/20 (h)(l)	3,171		2,798
Class LXR1, 0.9012% 6/15/20 (h)(l)	112		97
sequential payer:
Series 2003-C7 Class A1, 4.241% 10/15/35 (h)	3		3
Series 2003-C8 Class A3, 4.445% 11/15/35	963		970
Series 2006-C29 Class A3, 5.313% 11/15/48	2,419		2,483
Series 2007-C30:
Class A3, 5.246% 12/15/43	248		253
Class A4, 5.305% 12/15/43	268		294
Class A5, 5.342% 12/15/43	14,776		16,675
Series 2007-C31:
Class A4, 5.509% 4/15/47	41,226		46,737
Class A5, 5.5% 4/15/47	16,000		18,321
Series 2007-C33:
Class A4, 5.9245% 2/15/51 (l)	23,060		26,615
Class A5, 5.9245% 2/15/51 (l)	10,259		11,838
Series 2003-C6 Class G, 5.125% 8/15/35 (h)(l)	433		437
Series 2005-C19 Class B, 4.892% 5/15/44	912		963
Series 2005-C22:
Class B, 5.3875% 12/15/44 (l)	2,022		1,386
Class F, 5.3875% 12/15/44 (h)(l)	1,521		423
Series 2006-C23 Class A5, 5.416% 1/15/45 (l)	5,005		5,600
Series 2007-C30:
Class C, 5.483% 12/15/43 (l)	2,736		1,472
Class D, 5.513% 12/15/43 (l)	1,459		582
Class XP, 0.4747% 12/15/43 (h)(l)(n)	7,638		39
Series 2007-C31 Class C, 5.6823% 4/15/47 (l)	251		146
Series 2007-C31A Class A2, 5.421% 4/15/47	4,681		4,707
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Wachovia Bank Commercial Mortgage Trust: - continued
Series 2007-C32:
Class D, 5.7388% 6/15/49 (l)	$ 685		$ 184
Class E, 5.7388% 6/15/49 (l)	1,080		268
TOTAL COMMERCIAL MORTGAGE SECURITIES (Cost $414,533)		465,608
Municipal Securities - 0.7%
Beaver County Indl. Dev. Auth. Poll. Cont. Rev. Bonds (FirstEnergy Nuclear Generation Corp. Proj.) Series 2005 A, 3.375%, tender 7/1/15 (l)	1,700		1,767
California Gen. Oblig.:
Series 2009, 7.35% 11/1/39	1,095		1,539
7.3% 10/1/39	9,280		12,964
7.5% 4/1/34	7,195		10,045
7.55% 4/1/39	7,545		10,972
7.6% 11/1/40	14,125		20,849
7.625% 3/1/40	2,445		3,567
Chicago Gen. Oblig. (Taxable Proj.) Series 2010 C1, 7.781% 1/1/35	5,050		6,570
Illinois Gen. Oblig.:
Series 2003, 5.1% 6/1/33	25,560		25,197
Series 2010, 4.421% 1/1/15	4,050		4,269
Series 2010-1, 6.63% 2/1/35	15,425		17,505
Series 2010-3:
6.725% 4/1/35	7,505		8,600
7.35% 7/1/35	3,495		4,231
Series 2011:
5.665% 3/1/18	5,030		5,752
5.877% 3/1/19	5,920		6,799
TOTAL MUNICIPAL SECURITIES (Cost $133,681)		140,626
Foreign Government and Government Agency Obligations - 0.3%
Italian Republic:
3.125% 1/26/15	9,149		9,324
4.5% 1/21/15	6,859		7,162
4.75% 1/25/16	6,870		7,239
5.375% 6/12/17	4,115		4,469
Foreign Government and Government Agency Obligations - continued
	Principal Amount (000s)		Value (000s)
Italian Republic: - continued
6.875% 9/27/23	$ 21,069		$ 24,198
Russian Federation 3.25% 4/4/17 (h)	800		841
United Mexican States 4.75% 3/8/44	5,572		5,845
TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $59,188)		59,078
Floating Rate Loans - 0.8%
CONSUMER DISCRETIONARY - 0.2%
Diversified Consumer Services - 0.0%
Bright Horizons Family Solutions, Inc. Tranche B, term loan 4% 1/30/20 (l)	225		227
Hotels, Restaurants & Leisure - 0.1%
Centaur Acquisition LLC:
Tranche 1LN, term loan 5.25% 2/15/19 (l)	380		381
Tranche 2LN, term loan 8.75% 2/15/20 (l)	375		376
Fantasy Springs Resort Casino term loan 12% 8/6/12 (d)(l)	8,722		6,803
Graton Economic Development Authority Tranche B, term loan 9% 8/22/18 (l)	600		621
Harrah's Entertainment, Inc. Tranche B 6LN, term loan 5.4517% 1/28/18 (l)	2,085		1,916
Landry's Restaurants, Inc. Tranche B, term loan 4.75% 4/24/18 (l)	8,426		8,459
MGM Mirage, Inc. Tranche B, term loan 4.25% 12/20/19 (l)	640		648
Station Casinos LLC Tranche B, term loan 5% 2/19/20 (l)	3,265		3,294
Town Sports International LLC Tranche B, term loan 5.75% 5/11/18 (l)	3,018		3,055
			25,553
Household Durables - 0.0%
Serta Simmons Holdings, LLC Tranche B, term loan 5% 10/1/19 (l)	1,755		1,777
Media - 0.1%
Houghton Mifflin Harcourt Publishing Co. term loan 7.25% 5/22/18 (l)	174		175
Media Holdco, LP Tranche B, term loan 7.25% 7/23/18 (l)	610		604
Floating Rate Loans - continued
	Principal Amount (000s)		Value (000s)
CONSUMER DISCRETIONARY - continued
Media - continued
Univision Communications, Inc. term loan 4.4537% 3/31/17 (l)	$ 2,689		$ 2,692
WideOpenWest Finance LLC Tranche B, term loan 6.25% 7/17/18 (l)	3,403		3,445
WMG Acquisition Corp. Tranche B, term loan 5.25% 11/1/18 (l)	130		131
			7,047
Specialty Retail - 0.0%
Sports Authority, Inc. Tranche B, term loan 7.5% 11/16/17 (l)	4,866		4,890
TOTAL CONSUMER DISCRETIONARY			39,494
CONSUMER STAPLES - 0.0%
Food & Staples Retailing - 0.0%
Rite Aid Corp.:
Tranche 1LN, term loan 4% 2/7/20 (l)	805		809
Tranche 2LN, term loan 5.75% 8/21/20 (l)	125		128
Sprouts Farmers Market LLC Tranche B, term loan 6% 4/18/18 (l)	5,900		5,929
			6,866
ENERGY - 0.0%
Oil, Gas & Consumable Fuels - 0.0%
Alon USA Partners LP term loan 9.25% 11/13/18 (l)	800		824
Chesapeake Energy Corp. Tranche B, term loan 5.75% 12/2/17 (l)	4,705		4,805
Samson Investment Co. Tranche 2LN, term loan 6% 9/25/18 (l)	325		327
			5,956
FINANCIALS - 0.1%
Insurance - 0.1%
Asurion LLC Tranche B 1LN, term loan 4.5% 5/24/19 (l)	11,630		11,674
Lonestar Intermediate Super Holdings LLC term loan 11% 9/2/19 (l)	2,755		2,962
			14,636
Floating Rate Loans - continued
	Principal Amount (000s)		Value (000s)
FINANCIALS - continued
Real Estate Management & Development - 0.0%
Realogy Corp.:
Credit-Linked Deposit 4.4587% 10/10/16 (l)	$ 1,234		$ 1,234
term loan 4.4232% 10/10/16 (l)	6,253		6,253
			7,487
Thrifts & Mortgage Finance - 0.0%
Ocwen Loan Servicing, LLC Tranche B, term loan 5% 1/23/18 (l)	335		339
TOTAL FINANCIALS			22,462
HEALTH CARE - 0.0%
Health Care Equipment & Supplies - 0.0%
American Renal Holdings, Inc.:
Tranche 2LN, term loan 8.5% 2/8/20 (l)	2,260		2,254
Tranche B 1LN, term loan 4.5% 8/8/19 (l)	2,055		2,045
			4,299
Health Care Providers & Services - 0.0%
Genoa Healthcare Group LLC Tranche 2LN, term loan 14% 2/10/15 (l)	2,290		1,575
TOTAL HEALTH CARE			5,874
INDUSTRIALS - 0.1%
Airlines - 0.0%
US Airways Group, Inc. term loan 2.7037% 3/23/14 (l)	4,465		4,460
Commercial Services & Supplies - 0.0%
ARAMARK Corp. Tranche B, term loan 4% 9/7/19 (l)	3,535		3,544
Machinery - 0.0%
Apex Tool Group, LLC Tranche B, term loan 4.5% 2/1/20 (l)	1,155		1,168
Professional Services - 0.1%
AlixPartners LLP:
Tranche 2LN, term loan 10.75% 12/29/19 (l)	5,250		5,408
Tranche B 1LN, term loan 4.5% 6/29/19 (l)	5,224		5,269
			10,677
Floating Rate Loans - continued
	Principal Amount (000s)		Value (000s)
INDUSTRIALS - continued
Trading Companies & Distributors - 0.0%
Fly Funding II Sarl Tranche B, term loan 5.75% 8/9/18 (l)	$ 195		$ 197
VWR Funding, Inc. Tranche B, term loan 4.2037% 4/3/17 (l)	1,150		1,160
			1,357
TOTAL INDUSTRIALS			21,206
INFORMATION TECHNOLOGY - 0.2%
Communications Equipment - 0.1%
Alcatel-Lucent USA, Inc. Tranche C, term loan 7.25% 1/30/19 (l)	1,520		1,537
Avaya, Inc. term loan 3.0381% 10/27/14 (l)	1,767		1,756
SafeNet, Inc. Tranche 2LN, term loan 6.2037% 4/12/15 (l)	4,500		4,494
			7,787
IT Services - 0.1%
First Data Corp.:
term loan 4.2017% 3/24/18 (l)	14,285		14,142
Tranche 1LN, term loan 5.2017% 9/24/18 (l)	70		70
RP Crown Parent, LLC:
Tranche 1LN, term loan 6.75% 12/21/18 (l)	2,755		2,789
Tranche 2LN, term loan 11.25% 12/21/19 (l)	2,265		2,361
			19,362
Software - 0.0%
Kronos, Inc.:
Tranche 2LN, term loan 9.75% 4/24/20 (l)	2,035		2,106
Tranche B 1LN, term loan 4.5% 10/30/19 (l)	1,130		1,140
			3,246
TOTAL INFORMATION TECHNOLOGY			30,395
MATERIALS - 0.0%
Metals & Mining - 0.0%
Fortescue Metals Group Ltd. Tranche B, term loan 5.25% 10/18/17 (l)	2,853		2,889
MRC Global, Inc. Tranche B, term loan 6.25% 11/9/19 (l)	2,229		2,254
			5,143
Floating Rate Loans - continued
	Principal Amount (000s)		Value (000s)
TELECOMMUNICATION SERVICES - 0.1%
Diversified Telecommunication Services - 0.0%
FairPoint Communications, Inc. Tranche B, term loan 7.5% 2/14/19 (l)	$ 1,395		$ 1,374
Integra Telecom Holdings, Inc.:
Tranche 2LN, term loan 9.75% 2/14/20 (l)	95		97
Tranche B 1LN, term loan 6% 2/14/19 (l)	830		838
Level 3 Financing, Inc. Tranche B 2LN, term loan 4.75% 8/1/19 (l)	2,780		2,798
			5,107
Wireless Telecommunication Services - 0.1%
Intelsat Jackson Holdings SA Tranche B, term loan 4.5% 4/2/18 (l)	1,397		1,412
Vodafone Americas Finance 2, Inc.:
term loan 6.875% 8/11/15	1,761		1,796
Tranche 2LN, term loan 6.25% 6/24/16 pay-in-kind	12,741		13,091
			16,299
TOTAL TELECOMMUNICATION SERVICES			21,406
UTILITIES - 0.1%
Electric Utilities - 0.1%
Texas Competitive Electric Holdings Co. LLC/Texas Competitive Electric Holdings Finance, Inc. Tranche B, term loan 4.7306% 10/10/17 (l)	16,256		11,034
Gas Utilities - 0.0%
Everest Acquisition LLC Tranche B 1LN, term loan 5% 4/24/18 (l)	730		737
Independent Power Producers & Energy Traders - 0.0%
LSP Madison Funding LLC Tranche 1LN, term loan 5.5% 6/28/19 (l)	998		1,012
TOTAL UTILITIES			12,783
TOTAL FLOATING RATE LOANS (Cost $170,482)		171,585
Bank Notes - 0.0%
Wachovia Bank NA 6% 11/15/17 (Cost $8,017)	7,010		8,421

Preferred Securities - 0.0%
	Principal Amount (000s)		Value (000s)
FINANCIALS - 0.0%
Diversified Financial Services - 0.0%
Citigroup, Inc. 5.95% (i)(l)	$ 2,950		$ 3,065
MUFG Capital Finance 1 Ltd. 6.346% (i)(l)	996		1,100
TOTAL PREFERRED SECURITIES (Cost $4,074)		4,165
Fixed-Income Funds - 6.9%
	Shares
Fidelity Mortgage Backed Securities Central Fund (m) (Cost $1,335,201)	12,906,016		1,407,917
Other - 0.0%
Other - 0.0%
Tribune Co. Claim (Cost $11)	11,084		11
Money Market Funds - 3.2%
Fidelity Cash Central Fund, 0.16% (b)	613,864,964		613,865
Fidelity Securities Lending Cash Central Fund, 0.16% (b)(c)	45,716,058		45,716
TOTAL MONEY MARKET FUNDS (Cost $659,581)		659,581
TOTAL INVESTMENT PORTFOLIO - 103.8% (Cost $17,756,651)			21,178,649
NET OTHER ASSETS (LIABILITIES) - (3.8)%			(782,294)
NET ASSETS - 100%		$ 20,396,355
TBA Sale Commitments
	Principal Amount (000s)		Value (000s)
Fannie Mae
2.5% 3/1/28	$ (9,400)		$ (9,764)
3% 3/1/43	(96,000)		(99,399)
3% 3/1/43	(13,600)		(14,082)
3.5% 3/1/43	(205,000)		(216,788)
3.5% 3/1/43	(6,700)		(7,085)
3.5% 3/1/43	(1,100)		(1,163)
3.5% 3/1/43	(16,000)		(16,920)
4% 3/1/43	(37,200)		(39,659)
TOTAL FANNIE MAE			(404,860)
Ginnie Mae
4% 3/1/43	(3,500)		(3,805)
TOTAL TBA SALE COMMITMENTS (Proceeds $406,391)		$ (408,665)

Swap Agreements
Credit Default Swaps
Underlying Reference	Rating (1)	Expiration Date	Counterparty	Fixed Payment Received/ (Paid)	Notional Amount(2) (000s)	Value (000s) (1)	Upfront Premium Received/ (Paid) (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Sell Protection
ABX AA 07-1 Index	C	Sep. 2037	Credit Suisse	0.15%	$ 3,019	$ (2,862)	$ 52	$ (2,810)
ABX AA 07-1 Index	C	Sep. 2037	JPMorgan Chase, Inc.	0.15%	2,474	(2,346)	47	(2,299)
ABX AA 07-1 Index	C	Sep. 2037	JPMorgan Chase, Inc.	0.15%	568	(538)	11	(527)
ABX AA 07-1 Index	C	Sep. 2037	Morgan Stanley, Inc.	0.15%	2,474	(2,346)	47	(2,299)
ABX AA 07-1 Index	C	Sep. 2037	UBS	0.15%	2,406	(2,281)	45	(2,236)
ABX AA 07-1 Index	C	Sep. 2037	UBS	0.15%	2,066	(1,958)	40	(1,918)
TOTAL CREDIT DEFAULT SWAPS						$ (12,331)	$ 242	$ (12,089)

(1) Ratings are presented for credit default swaps in which the Fund has sold protection on the underlying referenced debt. Ratings for an underlying index represent a weighted average of the ratings of all securities included in the index. The value of each credit default swap and the credit rating can be measures of the current payment/performance risk. Where a credit rating is not disclosed, the value is used as the measure of the payment/performance risk. Ratings are from Moody's Investors Service, Inc. Where Moody's ratings are not available, S&P ratings are disclosed and are indicated as such. All ratings are as of the report date and do not reflect subsequent changes.

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

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Non-income producing - Security is in default.

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

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

(g) Affiliated company

(h) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $713,747,000 or 3.5% of net assets.

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

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

(k) Security or a portion of the security has been segregated as collateral for open swap agreements. At the period end, the value of securities pledged amounted to $14,957,000.

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

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

(n) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool as of the end of the period.

(o) Investment is owned by an entity that is treated as a corporation for U.S. tax purposes and is owned by the Fund.

(p) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $202,917,000 or 1.0% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Aspen Aerogels, Inc. 8% 6/1/14	6/1/11	$ 10,000
Aspen Aerogels, Inc. 8% 12/6/14	12/6/11 - 6/12/12	$ 3,000
C. Wonder LLC	12/27/12	$ 17,500
HMH Holdings, Inc. warrants 6/22/19	6/22/12	$ 4
Ivanplats Ltd. Class A	10/23/12	$ 14,181
Legend Pictures LLC	9/23/10 - 3/30/12	$ 37,645
Spotify Technology SA	11/14/12	$ 15,028
Station Holdco LLC	6/17/11	$ 1,131
Station Holdco LLC warrants 6/15/18	8/11/08 - 8/15/08	$ 6,416
Tory Burch LLC	12/31/12	$ 17,505
Vice Holdings, Inc. Series A	8/3/12	$ 34,999
wetpaint.com, Inc. Series C	5/14/08	$ 5,000

* Amount represents less than $1,000.

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 523
Fidelity Corporate Bond 1-10 Year Central Fund	3,681
Fidelity Mortgage Backed Securities Central Fund	13,599
Fidelity Securities Lending Cash Central Fund	404
Total	$ 18,207

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

Fund (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Value, end of period	% ownership, end of period
Fidelity Corporate Bond 1-10 Year Central Fund	$ 286,809	$ -	$ 287,718*	$ -	0.0%
Fidelity Mortgage Backed Securities Central Fund	1,638,428	267,575	491,113	1,407,917	9.4%
Total	$ 1,925,237	$ 267,575	$ 778,831	$ 1,407,917

* Includes the value of shares redeemed through in-kind transactions. See Note 6 of the Notes to Financial Statements.

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
AMAG Pharmaceuticals, Inc.	$ 21,602	$ -	$ -	$ -	$ 24,172
American Woodmark Corp.	-	19,666	-	-	23,916
CareView Communications, Inc.	10,530	-	-	-	8,340
Neurocrine Biosciences, Inc.	27,540	-	-	-	39,481
Southcross Energy Partners LP	-	16,366	-	127	16,671
TherapeuticsMD, Inc.	18,645	5,011	-	-	26,255
Total	$ 78,317	$ 41,043	$ -	$ 127	$ 138,835

Other Information

The following is a summary of the inputs used, as of February 28, 2013, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 2,172,802	$ 1,994,538	$ -	$ 178,264
Consumer Staples	1,147,444	1,147,444	-	-
Energy	1,187,703	1,187,703	-	-
Financials	2,271,359	2,223,185	48,174	-
Health Care	1,854,921	1,854,921	-	-
Industrials	1,264,639	1,257,938	6,701	-
Information Technology	2,486,388	2,485,394	-	994
Materials	589,537	578,856	10,681	-
Telecommunication Services	124,241	122,567	-	1,674
Utilities	202,450	196,502	5,948	-
Corporate Bonds	2,706,379	-	2,691,217	15,162
U.S. Government and Government Agency Obligations	1,077,414	-	1,077,414	-
U.S. Government Agency - Mortgage Securities	1,102,758	-	1,102,758	-
Asset-Backed Securities	23,502	-	19,176	4,326
Collateralized Mortgage Obligations	50,120	-	50,120	-
Commercial Mortgage Securities	465,608	-	465,098	510
Municipal Securities	140,626	-	140,626	-
Foreign Government and Government Agency Obligations	59,078	-	59,078	-
Floating Rate Loans	171,585	-	163,207	8,378
Bank Notes	8,421	-	8,421	-
Preferred Securities	4,165	-	4,165	-
Fixed-Income Funds	1,407,917	1,407,917	-	-
Other	11	-	-	11
Money Market Funds	659,581	659,581	-	-
Total Investments in Securities:	$ 21,178,649	$ 15,116,546	$ 5,852,784	$ 209,319
Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Derivative Instruments:
Liabilities
Swap Agreements	$ (12,331)	$ -	$ (12,331)	$ -
Other Financial Instruments:
TBA Sale Commitments	$ (408,665)	$ -	$ (408,665)	$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of February 28, 2013. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type	Value
(Amounts in thousands)	Asset	Liability
Credit Risk
Swap Agreements (a)	$ -	$ (12,331)
Total Value of Derivatives	$ -	$ (12,331)

(a) Value is disclosed on the Statement of Assets and Liabilities in the Swap agreements, at value line-items.

Other Information

The composition of credit quality ratings as a percentage of net assets is as follows (Unaudited):

U.S. Government and U.S. Government Agency Obligations	15.9%
AAA,AA,A	5.1%
BBB	6.9%
BB	2.0%
B	2.6%
CCC,CC,C	0.5%
D	0.0%*
Not Rated	0.6%
Equities	65.2%
Short-Term Investments and Net Other Assets	1.2%
	100%

* Amount represents less than 0.1%.

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

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

United States of America	89.3%
Canada	1.3%
Ireland	1.2%
Others (Individually Less Than 1%)	8.2%
	100.0%

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 funds.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	February 28, 2013
Assets
Investment in securities, at value (including securities loaned of $44,634) - See accompanying schedule: Unaffiliated issuers (cost $15,649,193)	$ 18,972,316
Fidelity Central Funds (cost $1,994,782)	2,067,498
Other affiliated issuers (cost $112,676)	138,835
Total Investments (cost $17,756,651)		$ 21,178,649
Cash		319
Receivable for investments sold		113,016
Receivable for TBA sale commitments		406,391
Receivable for swap agreements		2
Receivable for fund shares sold		16,486
Dividends receivable		18,044
Interest receivable		49,903
Distributions receivable from Fidelity Central Funds		102
Prepaid expenses		37
Receivable from investment adviser for expense reductions		14
Other receivables		1,632
Total assets		21,784,595
Liabilities
Payable for investments purchased Regular delivery	$ 128,739
Delayed delivery	765,979
TBA sale commitments, at value	408,665
Payable for swap agreements	783
Payable for fund shares redeemed	15,719
Swap agreements, at value	12,331
Accrued management fee	6,885
Other affiliated payables	2,379
Other payables and accrued expenses	1,044
Collateral on securities loaned, at value	45,716
Total liabilities		1,388,240
Net Assets		$ 20,396,355
Net Assets consist of:
Paid in capital		$ 16,578,123
Undistributed net investment income		84,786
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		325,817
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		3,407,629
Net Assets		$ 20,396,355

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	February 28, 2013
Puritan: Net Asset Value, offering price and redemption price per share ($15,696,581 ÷ 778,886 shares)		$ 20.15
Class K: Net Asset Value, offering price and redemption price per share ($4,699,774 ÷ 233,263 shares)		$ 20.15

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

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended February 28, 2013
Investment Income
Dividends (including $127 earned from other affiliated issuers)		$ 114,650
Interest		105,792
Income from Fidelity Central Funds		18,207
Total income		238,649
Expenses
Management fee	$ 40,469
Transfer agent fees	13,354
Accounting and security lending fees	997
Custodian fees and expenses	151
Independent trustees' compensation	65
Appreciation in deferred trustee compensation account	1
Registration fees	107
Audit	140
Legal	81
Interest	2
Miscellaneous	82
Total expenses before reductions	55,449
Expense reductions	(1,469)	53,980
Net investment income (loss)		184,669
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	574,830
Fidelity Central Funds	44,320
Foreign currency transactions	(368)
Swap agreements	(5,664)
Total net realized gain (loss)		613,118
Change in net unrealized appreciation (depreciation) on: Investment securities	376,200
Assets and liabilities in foreign currencies	13
Swap agreements	5,374
Delayed delivery commitments	285
Total change in net unrealized appreciation (depreciation)		381,872
Net gain (loss)		994,990
Net increase (decrease) in net assets resulting from operations		$ 1,179,659

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended February 28, 2013	Year ended August 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 184,669	$ 389,728
Net realized gain (loss)	613,118	255,024
Change in net unrealized appreciation (depreciation)	381,872	1,565,691
Net increase (decrease) in net assets resulting from operations	1,179,659	2,210,443
Distributions to shareholders from net investment income	(184,762)	(364,135)
Distributions to shareholders from net realized gain	(355,227)	-
Total distributions	(539,989)	(364,135)
Share transactions - net increase (decrease)	23,986	(743,799)
Total increase (decrease) in net assets	663,656	1,102,509
Net Assets
Beginning of period	19,732,699	18,630,190
End of period (including undistributed net investment income of $84,786 and undistributed net investment income of $84,879, respectively)	$ 20,396,355	$ 19,732,699

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

Semiannual Report

Financial Highlights - Puritan

	Six months ended February 28,	Years ended August 31,
	2013	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 19.53	$ 17.72	$ 15.81	$ 15.06	$ 17.07	$ 20.54
Income from Investment Operations
Net investment income (loss) D	.18	.38	.35	.40	.45	.50
Net realized and unrealized gain (loss)	.98	1.78	1.93	.75	(2.00)	(1.80)
Total from investment operations	1.16	2.16	2.28	1.15	(1.55)	(1.30)
Distributions from net investment income	(.18)	(.35)	(.36)	(.39)	(.44)	(.55)
Distributions from net realized gain	(.35)	-	- H	(.01)	(.02)	(1.62)
Total distributions	(.54) K	(.35)	(.37) J	(.40)	(.46) I	(2.17)
Net asset value, end of period	$ 20.15	$ 19.53	$ 17.72	$ 15.81	$ 15.06	$ 17.07
Total Return B, C	6.04%	12.35%	14.38%	7.61%	(8.76)%	(7.35)%
Ratios to Average Net Assets E, G
Expenses before reductions	.58% A	.59%	.60%	.61%	.67%	.61%
Expenses net of fee waivers, if any	.58% A	.59%	.60%	.61%	.67%	.61%
Expenses net of all reductions	.57% A	.59%	.59%	.61%	.67%	.60%
Net investment income (loss)	1.83% A	2.03%	1.96%	2.48%	3.30%	2.72%
Supplemental Data
Net assets, end of period (in millions)	$ 15,697	$ 15,472	$ 15,420	$ 15,054	$ 16,111	$ 21,427
Portfolio turnover rate F	202% A, L	141%	154% L	104%	116% L	115%

^A Annualized

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

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

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

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

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

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

^H Amount represents less than $.01 per share.

^I Total distributions of $.46 per share is comprised of distributions from net investment income of $.442 and distributions from net realized gain of $.015 per share.

^J Total distributions of $.37 per share is comprised of distributions from net investment income of $.364 and distributions from net realized gain of $.003 per share.

^K Total distributions of $.54 per share is comprised of distributions from net investment income of $.181 and distributions from net realized gain of $.354 per share.

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

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

Semiannual Report

Financial Highlights - Class K

	Six months ended February 28,	Years ended August 31,
	2013	2012	2011	2010	2009	2008 G
Selected Per-Share Data
Net asset value, beginning of period	$ 19.52	$ 17.72	$ 15.80	$ 15.06	$ 17.07	$ 18.22
Income from Investment Operations
Net investment income (loss) D	.19	.40	.38	.42	.46	.14
Net realized and unrealized gain (loss)	.99	1.77	1.93	.74	(1.99)	(1.16)
Total from investment operations	1.18	2.17	2.31	1.16	(1.53)	(1.02)
Distributions from net investment income	(.19)	(.37)	(.39)	(.41)	(.47)	(.13)
Distributions from net realized gain	(.35)	-	- I	(.01)	(.02)	-
Total distributions	(.55) K	(.37)	(.39)	(.42)	(.48) J	(.13)
Net asset value, end of period	$ 20.15	$ 19.52	$ 17.72	$ 15.80	$ 15.06	$ 17.07
Total Return B, C	6.16%	12.43%	14.59%	7.69%	(8.59)%	(5.60)%
Ratios to Average Net Assets E, H
Expenses before reductions	.47% A	.48%	.48%	.48%	.50%	.48% A
Expenses net of fee waivers, if any	.47% A	.48%	.48%	.48%	.50%	.48% A
Expenses net of all reductions	.46% A	.47%	.47%	.47%	.50%	.48% A
Net investment income (loss)	1.94% A	2.15%	2.09%	2.61%	3.47%	3.21% A
Supplemental Data
Net assets, end of period (in millions)	$ 4,700	$ 4,261	$ 3,211	$ 2,280	$ 1,469	$ 9
Portfolio turnover rate F	202% A, L	141%	154% L	104%	116% L	115%

^A Annualized

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

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

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

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

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

^G For the period May 9, 2008 (commencement of sale of shares) to August 31, 2008.

^H 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 reductions from 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 fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^I Amount represents less than $.01 per share.

^J Total distributions of $.48 per share is comprised of distributions from net investment income of $.468 and distributions from net realized gain of $.015 per share.

^K Total distributions of $.55 per share is comprised of distributions from net investment income of $.194 and distributions from net realized gain of $.354 per share.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended February 28, 2013

(Amounts in thousands except percentages)

1. Organization.

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

2. Investments in Fidelity Central Funds.

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

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

Fidelity Central Fund	Investment Manager	Investment Objective	Investment Practices
Fidelity Mortgage Backed Securities Central Fund	FIMM	Seeks a high level of income by normally investing in investment-grade mortgage-related securities and repurchase agreements for those securities.	Delayed Delivery & When Issued Securities Repurchase Agreements Swap Agreements Options

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

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

2. Investments in Fidelity Central Funds - continued

fidelity.com. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds which contain the significant accounting policies (including investment valuation policies) of those funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are generally categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For corporate bonds, bank notes, floating rate loans, foreign government and government agency obligations, municipal securities, preferred securities and U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices For asset backed securities, collateralized mortgage obligations, commercial mortgage securities and U.S. government agency mortgage securities, pricing vendors utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices. Swaps are marked-to-market daily based on valuations from third party pricing vendors or broker-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Pricing vendors utilize matrix pricing which considers comparisons to interest rate curves, credit spread curves, default possibilities and recovery rates and, as a result, swaps are generally categorized as Level 2 in the hierarchy. Independent prices obtained from a single source or broker are evaluated by management and may be categorized as Level 3 in the hierarchy. When independent prices are unavailable or unreliable, debt securities and swap agreements may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities and swap agreements are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of February 28, 2013, is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. The principal amount on inflation-indexed securities is periodically adjusted to the rate of inflation and interest is accrued

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3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

based on the principal amount. The adjustments to principal due to inflation are reflected as increases or decreases to interest income even though principal is not received until maturity. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

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.

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Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to swap agreements, foreign currency transactions, market discount, equity-debt classifications, partnerships (including allocations from Fidelity Central Funds), deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation	$ 3,554,468
Gross unrealized depreciation	(175,302)
Net unrealized appreciation (depreciation) on securities and other investments	$ 3,379,166
Tax cost	$ 17,799,483

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in 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. 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.

To-Be-Announced (TBA) Securities and Mortgage Dollar Rolls. During the period, the Fund transacted in TBA securities that involved buying or selling mortgage-backed securities (MBS) on a forward commitment basis. A TBA transaction typically does not designate the actual security to be delivered and only includes an approximate principal amount; however delivered securities must meet specified terms defined by industry guidelines, including issuer, rate and current principal amount outstanding on underlying mortgage pools. The Fund may enter into a TBA transaction with the intent to take possession of or deliver the underlying MBS, or the Fund may elect to extend the settlement by entering into either a mortgage or reverse mortgage dollar roll. Mortgage dollar rolls are transactions where a fund sells TBA securities and simultaneously agrees to repurchase MBS on a later date at a lower price and with the same counterparty. Reverse mortgage dollar rolls involve the purchase and simultaneous agreement to sell TBA securities on a later date at a lower price. Transactions in mortgage dollar rolls and

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3. Significant Accounting Policies - continued

To-Be-Announced (TBA) Securities and Mortgage Dollar Rolls - continued

reverse mortgage dollar rolls are accounted for as purchases and sales and may result in an increase to the Fund's portfolio turnover rate.

Purchases and sales of TBA securities involve risks similar to those discussed above for delayed delivery and when-issued securities. Also, if the counterparty in a mortgage dollar roll or a reverse mortgage dollar roll transaction files for bankruptcy or becomes insolvent, the Fund's right to repurchase or sell securities may be limited. Additionally, when a fund sells TBA securities without already owning or having the right to obtain the deliverable securities (an uncovered forward commitment to sell), it incurs a risk of loss because it could have to purchase the securities at a price that is higher than the price at which it sold them. A fund may be unable to purchase the deliverable securities if the corresponding market is illiquid.

TBA securities subject to a forward commitment to sell at period end are included at the end of the Fund's Schedule of Investments under the caption "TBA Sale Commitments." The proceeds and value of these commitments are reflected in the Fund's Statement of Assets and Liabilities.

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 invests in direct debt instruments which are interests in amounts owed to lenders by corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired through assignment or participation, or may be made directly to a borrower. The Fund may be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these loans. The Fund did not have any unfunded loan commitments, which are contractual obligations for future funding, at period end.

New Accounting Pronouncement. The Financial Accounting Standards Board issued in December 2011, Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities, and in January 2013, Accounting Standards Update No. 2013-1 Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. These updates create new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the

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Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Derivative Instruments.

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

The Fund used derivatives to increase returns, to gain exposure to certain types of assets and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

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

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain OTC derivatives such as swap agreements, the Fund attempts to reduce its exposure to counterparty credit risk by entering into an International Swaps and Derivatives Association, Inc. (ISDA) Master Agreement on a bilateral basis with each of its counterparties. The ISDA Master Agreement gives the Fund the right to terminate all transactions traded under such agreement upon the deterioration in the credit quality of the counterparty beyond specified levels.

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4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

The ISDA Master Agreement gives each party the right, upon an event of default by the other party or a termination of the agreement, to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net payable by one party to the other. To mitigate counterparty credit risk on OTC derivatives, the Fund receives collateral in the form of cash or securities once the Fund's net unrealized appreciation on outstanding derivative contracts under an ISDA Master Agreement exceeds certain applicable thresholds, subject to certain minimum transfer provisions. The collateral received is held in segregated accounts with the Fund's custodian bank in accordance with the collateral agreements entered into between the Fund, the counterparty and the Fund's custodian bank. The Fund could experience delays and costs in gaining access to the collateral even though it is held by the Fund's custodian bank. The Fund's maximum risk of loss from counterparty credit risk related to OTC derivatives is generally the aggregate unrealized appreciation and unpaid counterparty payments in excess of any collateral pledged by the counterparty to the Fund. The Fund may be required to pledge collateral for the benefit of the counterparties on OTC derivatives in an amount not less than each counterparty's unrealized appreciation on outstanding derivative contracts, subject to certain minimum transfer provisions, and any such pledged collateral is identified in the Schedule of Investments.

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

Net Realized Gain (Loss) and Change in Net Unrealized Appreciation (Depreciation) on Derivatives. The table below, which reflects the impacts of derivatives on the financial performance of the Fund, summarizes the net realized gain (loss) and change in net unrealized appreciation (depreciation) for derivatives during the period as presented in the Statement of Operations.

Primary Risk Exposure / Derivative Type	Net Realized Gain (Loss)	Change in Net Unrealized Appreciation (Depreciation)
Credit Risk
Swap Agreements (a)	$ (5,664)	$ 5,374

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

Swap Agreements. A swap agreement (swap) is a contract between two parties to exchange future cash flows at periodic intervals based on a notional principal amount.

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Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Swap Agreements - continued

Swaps are marked-to-market daily and changes in value are reflected in the Statement of Assets and Liabilities in the swap agreements at value line items. Any upfront premiums paid or received upon entering a swap to compensate for differences between stated terms of the agreement and prevailing market conditions (e.g. credit spreads, interest rates or other factors) are recorded in net unrealized appreciation (depreciation) in the Statement of Assets and Liabilities and amortized to realized gain or (loss) ratably over the term of the swap. Any unamortized upfront premiums are presented in the Schedule of Investments. Payments are exchanged at specified intervals, accrued daily commencing with the effective date of the contract and recorded as realized gain or (loss). Realized gain or (loss) is also recorded in the event of an early termination of a swap. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on swaps during the period is included in the Statement of Operations.

Any open swaps at period end are included in the Schedule of Investments under the caption "Swap Agreements."

Credit Default Swaps. Credit default swaps enable the Fund to buy or sell protection against specified credit events on a single-name issuer or a traded credit index. Under the terms of a credit default swap the buyer of protection (buyer) receives credit protection in exchange for making periodic payments to the seller of protection (seller) based on a fixed percentage applied to a notional principal amount. In return for these payments, the seller will be required to make a payment upon the occurrence of one or more specified credit events. The Fund enters into credit default swaps as a seller to gain credit exposure to an issuer and/or as a buyer to obtain a measure of protection against defaults of an issuer. Periodic payments are made over the life of the contract by the buyer provided that no credit event occurs.

For credit default swaps on most corporate and sovereign issuers, credit events include bankruptcy, failure to pay or repudiation/moratorium. For credit default swaps on corporate or sovereign issuers, the obligation that may be put to the seller is not limited to the specific reference obligation described in the Schedule of Investments. For credit default swaps on asset-backed securities, a credit event may be triggered by events such as failure to pay principal, maturity extension, rating downgrade or write-down. For credit default swaps on asset-backed securities, the reference obligation described represents the security that may be put to the seller. For credit default swaps on a traded credit index, a specified credit event may affect all or individual underlying securities included in the index.

As a seller, if an underlying credit event occurs, the Fund will pay a net settlement amount of cash equal to the notional amount of the swap less the recovery value of the

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4. Derivative Instruments - continued

Credit Default Swaps - continued

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

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

Typically, the value of each credit default swap and credit rating disclosed for each reference obligation in the Schedule of Investments, where the Fund is the seller, can be used as measures of the current payment/performance risk of the swap. As the value of the swap changes as a positive or negative percentage of the total notional amount, the payment/performance risk may decrease or increase, respectively. In addition to these measures, FMR monitors a variety of factors including cash flow assumptions, market activity and market sentiment as part of its ongoing process of assessing payment/performance risk.

5. Purchases and Sales of Investments.

Purchases and sales of securities (including the Fixed-Income Central Funds), other than short-term securities, U.S. government securities and liquidations executed in-kind from Affiliated Central Funds, aggregated $6,957,861 and $6,647,112, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .15% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .41% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder

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Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Puritan. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Puritan	$ 12,262	.16
Class K	1,092	.05
	$ 13,354

* Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $117 for the period.

Other Affiliated Transactions. On January 4, 2013, the Fidelity Corporate Bond 1-10 Year Central Fund ("1-10 Year"), a fund in which the Fund was invested, was liquidated pursuant to a Plan of Liquidation and Dissolution approved by the 1-10 Year Board. Under the plan, 1-10 Year distributed in-kind all of its net assets to its shareholders pro rata at its NAV per share as of the close of business on the liquidation date. As a result, the Fund received cash and securities, including accrued interest, of $287,718 in return for 2,530 shares of 1-10 Year. Because 1-10 Year was a partnership for federal income tax purposes, the liquidation generally was tax free to the Fund.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $24 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Semiannual Report

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is maintained at the Fund's custodian and/or invested in cash equivalents and/or the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $4,873. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Total security lending income during the period, presented in the Statement of Operations as a component of interest income, amounted to $71. Net income from the Fidelity Securities Lending Cash Central Fund during the period, presented in the Statement of Operations as a component of income from Fidelity Central Funds, amounted to $404 (including $23 from securities loaned to FCM).

9. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity requirements. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average loan balance during the period for which loans were outstanding amounted to $31,358. The weighted average interest rate was .66%. The interest expense amounted to $2 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

10. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $1,450 for the period. 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 $5.

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Notes to Financial Statements - continued

(Amounts in thousands except percentages)

10. Expense Reductions - continued

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $14.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended February 28, 2013	Year ended August 31, 2012
From net investment income
Puritan	$ 141,260	$ 290,441
Class K	43,502	73,694
Total	$ 184,762	$ 364,135
From net realized gain
Puritan	$ 276,685	$ -
Class K	78,542	-
Total	$ 355,227	$ -

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended February 28, 2013	Year ended August 31, 2012	Six months ended February 28, 2013	Year ended August 31, 2012
Puritan
Shares sold	40,925	79,946	$ 807,951	$ 1,477,678
Reinvestment of distributions	20,468	15,053	396,989	274,339
Shares redeemed	(74,881)	(172,734)	(1,470,732)	(3,181,243)
Net increase (decrease)	(13,488)	(77,735)	$ (265,792)	$ (1,429,226)
Class K
Shares sold	31,469	80,899	$ 616,434	$ 1,501,190
Reinvestment of distributions	6,295	4,030	122,044	73,694
Shares redeemed	(22,760)	(47,844)	(448,700)	(889,457)
Net increase (decrease)	15,004	37,085	$ 289,778	$ 685,427

13. Other.

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

Semiannual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Puritan Trust and the Shareholders of Fidelity Puritan 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 Puritan Fund (a fund of Fidelity Puritan Trust) at February 28, 2013, the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Puritan 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 February 28, 2013 by correspondence with the agent banks, custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 18, 2013

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Investments Money Management, Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

JP Morgan Chase Bank

New York, NY

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

PUR-K-USAN-0413
1.863168.104

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the Fidelity Puritan Trust's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Puritan Trust's (the "Trust") disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the Trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the Trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

Item 12. Exhibits

(a)	(1)	Not applicable.
(a)	(2)	Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.
(a)	(3)	Not applicable.
(b)		Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Puritan Trust

By:	/s/Kenneth B. Robins
	Kenneth B. Robins
	President and Treasurer
Date:	April 24, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/Kenneth B. Robins
	Kenneth B. Robins
	President and Treasurer
Date:	April 24, 2013

By:	/s/Christine Reynolds
	Christine Reynolds
	Chief Financial Officer
Date:	April 24, 2013