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, 2014

Item 1. Reports to Stockholders

Fidelity®

Balanced

Fund

Semiannual Report

February 28, 2014

(Fidelity Cover Art)

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

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.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value September 1, 2013	Ending Account Value February 28, 2014	Expenses Paid During Period* September 1, 2013 to February 28, 2014
Balanced	.56%
Actual		$ 1,000.00	$ 1,129.60	$ 2.96
Hypothetical^A		$ 1,000.00	$ 1,022.02	$ 2.81
Class K	.46%
Actual		$ 1,000.00	$ 1,129.80	$ 2.43
Hypothetical^A		$ 1,000.00	$ 1,022.51	$ 2.31

^A 5% return per year before expenses

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

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

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

Semiannual Report

Investment Changes (Unaudited)

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

Top Five Stocks as of February 28, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Google, Inc. Class A	2.1	1.2
Apple, Inc.	2.0	2.4
JPMorgan Chase & Co.	1.5	1.3
Procter & Gamble Co.	1.3	1.4
Bank of America Corp.	1.3	1.2
	8.2
Top Five Bond Issuers as of February 28, 2014
(with maturities greater than one year)	% of fund's net assets	% of fund's net assets 6 months ago
U.S. Treasury Obligations	5.4	6.0
Fannie Mae	4.4	5.1
Freddie Mac	1.0	1.4
Ginnie Mae	0.9	1.7
Verizon Communications, Inc.	0.8	0.1
	12.5
Top Five Market Sectors as of February 28, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	16.5	16.3
Information Technology	13.3	12.9
Health Care	10.5	9.4
Consumer Discretionary	9.4	9.0
Energy	8.3	8.6

Asset Allocation (% of fund's net assets)
As of February 28, 2014*			As of August 31, 2013**
	Stocks and Equity Futures 71.1%			Stocks and Equity Futures 69.1%
	Bonds 27.5%			Bonds 29.7%
	Convertible Securities 0.1%			Convertible Securities 0.1%
	Other Investments 0.3%			Other Investments 0.2%
	Short-Term Investments and Net Other Assets (Liabilities) 1.0%			Short-Term Investments and Net Other Assets (Liabilities) 0.9%
* Foreign investments		11.0%	** Foreign investments		10.0%

bbb668128

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

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

Semiannual Report

Investments February 28, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 70.1%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 8.3%
Automobiles - 0.1%
Tesla Motors, Inc. (a)	86,191		$ 21,100
Diversified Consumer Services - 0.3%
H&R Block, Inc.	2,559,377		80,979
Hotels, Restaurants & Leisure - 1.8%
Extended Stay America, Inc. unit	3,184,512		81,141
McDonald's Corp.	1,457,674		138,698
Wynn Resorts Ltd.	367,682		89,159
Yum! Brands, Inc.	1,877,052		139,052
			448,050
Internet & Catalog Retail - 0.4%
Liberty Interactive Corp. Series A (a)	3,660,635		106,891
Media - 3.3%
Comcast Corp. Class A	600,742		31,052
DIRECTV (a)	1,664,150		129,138
Legend Pictures LLC (a)(p)(q)	8,571		15,454
The Madison Square Garden Co. Class A (a)	1,049,285		59,820
The Walt Disney Co.	2,214,944		178,990
Time Warner, Inc.	2,222,992		149,229
Twenty-First Century Fox, Inc. Class A	5,215,641		174,933
Viacom, Inc. Class B (non-vtg.)	1,320,392		115,838
			854,454
Multiline Retail - 1.1%
Dollar General Corp. (a)	2,121,812		127,097
Target Corp.	2,310,858		144,521
			271,618
Specialty Retail - 0.6%
TJX Companies, Inc.	2,463,433		151,403
Textiles, Apparel & Luxury Goods - 0.7%
Fossil Group, Inc. (a)	500,271		57,486
lululemon athletica, Inc. (a)	889,252		44,738
Oxford Industries, Inc.	280,899		21,983
PVH Corp.	403,536		51,019
			175,226
TOTAL CONSUMER DISCRETIONARY			2,109,721
CONSUMER STAPLES - 6.8%
Beverages - 1.6%
Anheuser-Busch InBev SA NV	245,344		25,662
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Beverages - continued
Coca-Cola Icecek A/S	318,728		$ 6,158
Diageo PLC sponsored ADR	308,187		38,742
Embotelladora Andina SA sponsored ADR	313,242		7,220
Pernod Ricard SA	333,050		39,209
Remy Cointreau SA	421,086		35,745
The Coca-Cola Co.	6,386,261		243,955
			396,691
Food & Staples Retailing - 1.5%
CVS Caremark Corp.	2,247,785		164,403
Kroger Co.	2,876,254		120,630
Sysco Corp.	983,712		35,433
Wal-Mart Stores, Inc.	950,567		71,007
			391,473
Food Products - 0.6%
Bunge Ltd.	437,198		34,805
ConAgra Foods, Inc.	928,681		26,375
Green Mountain Coffee Roasters, Inc.	166,085		18,233
Mead Johnson Nutrition Co. Class A	711,731		58,042
Nestle SA	284,859		21,520
			158,975
Household Products - 1.3%
Procter & Gamble Co.	4,334,893		340,983
Personal Products - 0.1%
Nu Skin Enterprises, Inc. Class A	121,275		10,129
Tobacco - 1.7%
Altria Group, Inc.	3,992,313		144,761
British American Tobacco PLC sponsored ADR	2,376,810		258,573
Philip Morris International, Inc.	276,134		22,342
Souza Cruz SA	940,600		8,159
			433,835
TOTAL CONSUMER STAPLES			1,732,086
ENERGY - 6.9%
Energy Equipment & Services - 1.2%
C&J Energy Services, Inc. (a)(f)	1,139,951		29,468
Cameron International Corp. (a)	995,410		63,766
Dril-Quip, Inc. (a)	226,169		24,327
FMC Technologies, Inc. (a)	891,071		44,767
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Energy Equipment & Services - continued
Halliburton Co.	1,471,711		$ 83,888
Ocean Rig UDW, Inc. (United States) (a)	725,596		12,633
Oceaneering International, Inc.	471,091		33,721
Pacific Drilling SA (a)	1,080,301		11,732
Vantage Drilling Co. (a)	3,446,828		6,032
			310,334
Oil, Gas & Consumable Fuels - 5.7%
Anadarko Petroleum Corp.	1,547,131		130,207
BG Group PLC	1,250,864		22,800
Bill Barrett Corp. (a)	500,234		12,676
Cabot Oil & Gas Corp.	2,062,050		72,172
Carrizo Oil & Gas, Inc. (a)	419,198		20,851
Chevron Corp.	1,258,405		145,132
ConocoPhillips Co.	2,539,975		168,908
Continental Resources, Inc. (a)	460,041		54,984
EOG Resources, Inc.	516,558		97,846
Exxon Mobil Corp.	2,403,778		231,412
Kinder Morgan Holding Co. LLC	1,106,300		35,236
Laredo Petroleum Holdings, Inc. (a)	567,610		14,809
Marathon Oil Corp.	1,969,060		65,964
Noble Energy, Inc.	805,330		55,374
ONEOK, Inc.	651,994		38,559
Peabody Energy Corp.	1,591,708		27,950
Phillips 66 Co.	1,553,317		116,281
Phillips 66 Partners LP	197,098		9,031
Spectra Energy Corp.	1,329,000		49,545
Suncor Energy, Inc. (f)	678,000		22,367
Valero Energy Partners LP	689,931		25,521
Whiting Petroleum Corp. (a)	428,377		29,434
			1,447,059
TOTAL ENERGY			1,757,393
FINANCIALS - 11.3%
Capital Markets - 1.4%
Ameriprise Financial, Inc.	614,462		66,970
BlackRock, Inc. Class A	196,676		59,955
Credit Suisse Group AG	157,852		4,956
E*TRADE Financial Corp. (a)	1,815,649		40,798
Evercore Partners, Inc. Class A	240,700		13,393
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Capital Markets - continued
Invesco Ltd.	1,407,813		$ 48,288
Morgan Stanley	487,855		15,026
Northern Trust Corp.	416,319		25,749
Oaktree Capital Group LLC Class A	668,850		41,255
The Blackstone Group LP	1,114,807		37,179
			353,569
Commercial Banks - 1.9%
Barclays PLC	7,019,296		29,569
Erste Group Bank AG	359,219		12,748
Huntington Bancshares, Inc.	8,287,800		78,983
Mitsubishi UFJ Financial Group, Inc.	3,776,300		21,882
Societe Generale Series A	488,302		32,605
SunTrust Banks, Inc.	1,180,848		44,494
Synovus Financial Corp.	5,151,445		17,927
U.S. Bancorp	5,566,447		229,004
			467,212
Consumer Finance - 1.7%
Capital One Financial Corp.	4,217,101		309,662
Discover Financial Services	789,610		45,308
Santander Consumer U.S.A. Holdings, Inc.	378,800		9,595
SLM Corp.	3,192,234		76,422
			440,987
Diversified Financial Services - 3.9%
Bank of America Corp.	19,406,208		320,785
Berkshire Hathaway, Inc. Class A (a)	81		14,070
Citigroup, Inc.	4,133,112		200,993
IntercontinentalExchange Group, Inc.	280,115		58,499
JPMorgan Chase & Co.	6,743,254		383,152
KBC Ancora (a)	343,174		13,552
McGraw Hill Financial, Inc.	68,100		5,425
			996,476
Insurance - 1.4%
ACE Ltd.	173,482		16,979
Direct Line Insurance Group PLC	9,175,530		40,640
esure Group PLC	2,660,186		12,005
Fairfax Financial Holdings Ltd. (sub. vtg.)	70,800		29,410
Marsh & McLennan Companies, Inc.	1,365,777		65,776
MetLife, Inc.	2,477,047		125,512
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Insurance - continued
The Travelers Companies, Inc.	523,540		$ 43,894
Validus Holdings Ltd.	208,912		7,690
			341,906
Real Estate Investment Trusts - 0.8%
Altisource Residential Corp. Class B	2,073,017		59,247
American Tower Corp.	964,965		78,616
Equity Lifestyle Properties, Inc.	671,549		27,030
Piedmont Office Realty Trust, Inc. Class A	770,838		13,320
Senior Housing Properties Trust (SBI)	176,400		3,934
Sun Communities, Inc.	559,015		25,748
			207,895
Real Estate Management & Development - 0.2%
CBRE Group, Inc. (a)	2,102,403		58,762
Thrifts & Mortgage Finance - 0.0%
Ocwen Financial Corp. (a)	203,894		7,634
TOTAL FINANCIALS			2,874,441
HEALTH CARE - 10.0%
Biotechnology - 2.7%
Actelion Ltd.	303,790		32,210
Alexion Pharmaceuticals, Inc. (a)	636,104		112,463
Amgen, Inc.	1,289,358		159,906
Biogen Idec, Inc. (a)	458,485		156,197
Gilead Sciences, Inc. (a)	2,561,228		212,044
Intercept Pharmaceuticals, Inc. (a)	28,900		11,863
			684,683
Health Care Equipment & Supplies - 1.3%
Boston Scientific Corp. (a)	8,166,002		106,975
Covidien PLC	1,354,944		97,488
Edwards Lifesciences Corp. (a)	286,782		20,006
Quidel Corp. (a)(f)	652,272		18,277
Stryker Corp.	432,317		34,689
The Cooper Companies, Inc.	384,937		49,353
			326,788
Health Care Providers & Services - 1.1%
Brookdale Senior Living, Inc. (a)	680,303		22,817
Cigna Corp.	1,231,360		98,004
HCA Holdings, Inc. (a)	138,479		7,090
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Henry Schein, Inc. (a)	474,104		$ 56,437
McKesson Corp.	617,948		109,408
			293,756
Life Sciences Tools & Services - 0.8%
Illumina, Inc. (a)	421,645		72,308
Thermo Fisher Scientific, Inc.	1,006,497		125,349
			197,657
Pharmaceuticals - 4.1%
AbbVie, Inc.	2,553,868		130,017
Actavis PLC (a)	613,009		135,365
Bristol-Myers Squibb Co.	2,997,441		161,172
Merck & Co., Inc.	807,896		46,042
Mylan, Inc. (a)	365,997		20,338
Perrigo Co. PLC	490,237		80,615
Pfizer, Inc.	6,339,434		203,559
Roche Holding AG (participation certificate)	165,013		50,808
Salix Pharmaceuticals Ltd. (a)	464,684		50,149
Shire PLC	1,164,288		64,403
Valeant Pharmaceuticals International (Canada) (a)	430,383		61,434
Zoetis, Inc. Class A	1,095,626		33,986
			1,037,888
TOTAL HEALTH CARE			2,540,772
INDUSTRIALS - 7.3%
Aerospace & Defense - 1.6%
Honeywell International, Inc.	1,524,309		143,956
TransDigm Group, Inc.	539,869		96,172
United Technologies Corp.	1,425,411		166,802
			406,930
Air Freight & Logistics - 0.4%
FedEx Corp.	751,727		100,228
Commercial Services & Supplies - 0.2%
KAR Auction Services, Inc.	1,419,967		44,246
Electrical Equipment - 2.1%
AMETEK, Inc.	2,547,748		135,642
Eaton Corp. PLC	1,713,818		128,039
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Electrical Equipment - continued
Hubbell, Inc. Class B	961,892		$ 114,985
Roper Industries, Inc.	1,151,539		156,172
			534,838
Industrial Conglomerates - 0.9%
Danaher Corp.	2,939,166		224,817
Machinery - 0.7%
Cummins, Inc.	797,513		116,373
Ingersoll-Rand PLC	1,248,100		76,309
			192,682
Professional Services - 0.5%
Verisk Analytics, Inc. (a)	1,899,405		121,021
Road & Rail - 0.5%
J.B. Hunt Transport Services, Inc.	1,732,995		124,550
Trading Companies & Distributors - 0.4%
W.W. Grainger, Inc.	449,169		114,547
TOTAL INDUSTRIALS			1,863,859
INFORMATION TECHNOLOGY - 13.0%
Communications Equipment - 1.0%
Cisco Systems, Inc.	3,515,799		76,644
Juniper Networks, Inc. (a)	2,120,655		56,706
Polycom, Inc. (a)	825,185		11,024
QUALCOMM, Inc.	1,451,451		109,280
			253,654
Computers & Peripherals - 2.3%
Apple, Inc.	950,902		500,403
Electronics for Imaging, Inc. (a)	406,813		18,144
NCR Corp. (a)	1,770,572		60,288
			578,835
Electronic Equipment & Components - 0.4%
TE Connectivity Ltd.	1,652,865		96,825
Internet Software & Services - 4.5%
ChannelAdvisor Corp. (a)	394,516		17,903
Cvent, Inc.	1,082,646		42,526
Demand Media, Inc. (a)	107,545		522
Demandware, Inc. (a)	124,555		9,355
eBay, Inc. (a)	2,173,021		127,708
Endurance International Group Holdings, Inc. (f)	1,336,183		20,163
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Facebook, Inc. Class A (a)	2,453,507		$ 167,967
Google, Inc. Class A (a)	443,619		539,285
Halogen Software, Inc.	519,800		5,539
Millennial Media, Inc. (a)(f)	534,885		3,231
Millennial Media, Inc. (a)	895,925		4,870
Millennial Media, Inc. (a)	173,845		0
Naver Corp.	52,829		40,472
SPS Commerce, Inc. (a)	20,600		1,397
Tencent Holdings Ltd.	770,000		61,764
Trulia, Inc. (a)(f)	756,920		22,677
Wix.com Ltd. (a)(f)	388,837		12,015
Yahoo!, Inc. (a)	2,029,960		78,499
			1,155,893
IT Services - 0.8%
Cognizant Technology Solutions Corp. Class A (a)	524,111		54,539
Fidelity National Information Services, Inc.	1,463,671		81,395
FleetCor Technologies, Inc. (a)	40,658		5,283
Heartland Payment Systems, Inc.	148,467		6,004
Lionbridge Technologies, Inc. (a)	739,645		5,296
Quindell PLC (a)	33,967,339		19,197
Visa, Inc. Class A	188,322		42,549
			214,263
Semiconductors & Semiconductor Equipment - 0.7%
NXP Semiconductors NV (a)	3,177,024		178,644
Software - 3.3%
Adobe Systems, Inc. (a)	1,023,086		70,194
Aspen Technology, Inc. (a)	284,741		13,369
Autodesk, Inc. (a)	489,700		25,690
CommVault Systems, Inc. (a)	290,109		19,983
Concur Technologies, Inc. (a)(f)	56,957		7,031
Covisint Corp.	369,400		3,971
Electronic Arts, Inc. (a)	3,745,645		107,088
FleetMatics Group PLC (a)	168,000		6,208
Guidewire Software, Inc. (a)	644,431		34,548
Microsoft Corp.	8,239,332		315,649
Oracle Corp.	2,968,825		116,111
Qlik Technologies, Inc. (a)	293,817		8,961
RealPage, Inc. (a)	467,440		8,274
salesforce.com, Inc. (a)	1,018,096		63,499
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Ubisoft Entertainment SA (a)	1,172,613		$ 19,212
Xero Ltd. (q)	468,513		14,194
			833,982
TOTAL INFORMATION TECHNOLOGY			3,312,096
MATERIALS - 2.7%
Chemicals - 2.2%
Airgas, Inc.	1,262,770		136,127
Cabot Corp.	402,788		21,807
Eastman Chemical Co.	694,982		60,762
FMC Corp.	747,673		57,705
LyondellBasell Industries NV Class A	854,622		75,275
Monsanto Co.	834,046		91,762
Potash Corp. of Saskatchewan, Inc.	1,044,785		34,534
Sigma Aldrich Corp.	475,610		44,902
W.R. Grace & Co. (a)	264,001		26,754
			549,628
Construction Materials - 0.2%
Vulcan Materials Co.	772,743		52,492
Containers & Packaging - 0.2%
Graphic Packaging Holding Co. (a)	2,393,377		24,508
Rock-Tenn Co. Class A	353,289		39,434
			63,942
Metals & Mining - 0.1%
Carpenter Technology Corp.	301,948		17,860
TOTAL MATERIALS			683,922
TELECOMMUNICATION SERVICES - 1.6%
Diversified Telecommunication Services - 1.0%
inContact, Inc. (a)	1,324,987		11,951
Verizon Communications, Inc.	4,991,001		237,472
			249,423
Wireless Telecommunication Services - 0.6%
SBA Communications Corp. Class A (a)	450,155		42,841
SoftBank Corp.	824,100		62,453
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - continued
T-Mobile U.S., Inc. (a)	1,081,300		$ 32,980
Vodafone Group PLC sponsored ADR	370,427		15,399
			153,673
TOTAL TELECOMMUNICATION SERVICES			403,096
UTILITIES - 2.2%
Electric Utilities - 0.8%
American Electric Power Co., Inc.	1,023,032		51,356
Duke Energy Corp.	660,120		46,789
Edison International	516,427		27,045
Exelon Corp.	97,100		2,953
NextEra Energy, Inc.	949,100		86,738
			214,881
Gas Utilities - 0.1%
National Fuel Gas Co.	521,189		39,152
Independent Power Producers & Energy Traders - 0.3%
NRG Energy, Inc.	1,667,872		48,485
The AES Corp.	1,363,209		18,608
			67,093
Multi-Utilities - 1.0%
Ameren Corp.	210,328		8,499
CenterPoint Energy, Inc.	1,864,452		44,094
Dominion Resources, Inc.	922,700		64,035
NiSource, Inc.	721,416		25,120
PG&E Corp.	727,029		32,033
Sempra Energy	748,031		70,666
			244,447
TOTAL UTILITIES			565,573
TOTAL COMMON STOCKS (Cost $13,276,259)		17,842,959
Preferred Stocks - 0.1%
	Shares		Value (000s)
Convertible Preferred Stocks - 0.0%
INFORMATION TECHNOLOGY - 0.0%
Software - 0.0%
MongoDB, Inc. Series F, 8.00% (q)	281,270		$ 4,233
Nonconvertible Preferred Stocks - 0.1%
CONSUMER STAPLES - 0.1%
Beverages - 0.1%
Ambev SA sponsored ADR	1,242,225		8,944
TOTAL PREFERRED STOCKS (Cost $9,456)		13,177

Corporate Bonds - 9.7%
	Principal Amount (000s)
Convertible Bonds - 0.0%
ENERGY - 0.0%
Oil, Gas & Consumable Fuels - 0.0%
Cobalt International Energy, Inc. 2.625% 12/1/19	$ 1,740		1,677
Nonconvertible Bonds - 9.7%
CONSUMER DISCRETIONARY - 0.6%
Automobiles - 0.1%
Daimler Finance North America LLC:
1.45% 8/1/16 (g)	4,045		4,083
1.95% 3/28/14 (g)	2,240		2,242
Ford Motor Co. 7.45% 7/16/31	10,420		13,392
Volkswagen International Finance NV:
1.125% 11/18/16 (g)	6,197		6,209
2.375% 3/22/17 (g)	1,830		1,893
			27,819
Diversified Consumer Services - 0.0%
Ingersoll-Rand Global Holding Co. Ltd.:
2.875% 1/15/19 (g)	617		622
4.25% 6/15/23 (g)	4,350		4,466
5.75% 6/15/43 (g)	3,131		3,446
			8,534
Media - 0.5%
Comcast Corp.:
4.95% 6/15/16	955		1,044
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
CONSUMER DISCRETIONARY - continued
Media - continued
Comcast Corp.: - continued
6.4% 5/15/38	$ 3,000		$ 3,705
6.95% 8/15/37	7,200		9,358
COX Communications, Inc. 3.25% 12/15/22 (g)	2,422		2,279
Discovery Communications LLC 5.05% 6/1/20	204		227
NBCUniversal, Inc.:
5.15% 4/30/20	7,276		8,320
6.4% 4/30/40	6,271		7,665
News America Holdings, Inc. 7.75% 12/1/45	9,421		12,957
Thomson Reuters Corp. 1.3% 2/23/17	2,082		2,080
Time Warner Cable, Inc.:
4% 9/1/21	10,989		11,418
4.5% 9/15/42	10,568		9,628
5.5% 9/1/41	20,823		21,592
5.85% 5/1/17	1,829		2,069
5.875% 11/15/40	2,696		2,910
6.75% 7/1/18	1,974		2,327
8.25% 4/1/19	9,025		11,365
Time Warner, Inc. 5.875% 11/15/16	4,882		5,499
Viacom, Inc.:
1.25% 2/27/15	456		459
2.5% 9/1/18	809		826
3.5% 4/1/17	264		281
			116,009
TOTAL CONSUMER DISCRETIONARY			152,362
CONSUMER STAPLES - 0.3%
Beverages - 0.0%
Heineken NV:
1.4% 10/1/17 (g)	3,274		3,267
2.75% 4/1/23 (g)	3,420		3,188
SABMiller Holdings, Inc.:
1.85% 1/15/15 (g)	2,353		2,381
2.45% 1/15/17 (g)	2,353		2,431
			11,267
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
CONSUMER STAPLES - continued
Food & Staples Retailing - 0.0%
CVS Caremark Corp. 2.25% 12/5/18	$ 4,798		$ 4,838
Kroger Co. 3.3% 1/15/21	6,190		6,250
			11,088
Food Products - 0.1%
Cargill, Inc. 6% 11/27/17 (g)	572		659
ConAgra Foods, Inc.:
1.9% 1/25/18	2,279		2,276
3.2% 1/25/23	2,650		2,520
William Wrigley Jr. Co.:
1.4% 10/21/16 (g)	3,710		3,734
2% 10/20/17 (g)	5,313		5,355
			14,544
Tobacco - 0.2%
Altria Group, Inc.:
2.85% 8/9/22	4,604		4,318
4% 1/31/24	3,615		3,616
4.25% 8/9/42	4,604		4,061
9.7% 11/10/18	6,258		8,321
Philip Morris International, Inc. 1.875% 1/15/19	8,065		8,041
Reynolds American, Inc.:
3.25% 11/1/22	3,376		3,210
6.75% 6/15/17	4,975		5,759
7.25% 6/15/37	7,569		9,313
			46,639
TOTAL CONSUMER STAPLES			83,538
ENERGY - 1.2%
Energy Equipment & Services - 0.1%
Cameron International Corp. 1.6% 4/30/15	279		282
DCP Midstream LLC:
4.75% 9/30/21 (g)	6,909		7,106
5.35% 3/15/20 (g)	6,814		7,371
El Paso Pipeline Partners Operating Co. LLC:
4.1% 11/15/15	7,675		8,054
5% 10/1/21	2,791		2,969
6.5% 4/1/20	2,608		3,016
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
ENERGY - continued
Energy Equipment & Services - continued
Noble Holding International Ltd.:
3.05% 3/1/16	$ 914		$ 946
3.45% 8/1/15	1,299		1,343
Transocean, Inc. 5.05% 12/15/16	4,522		4,958
			36,045
Oil, Gas & Consumable Fuels - 1.1%
Anadarko Petroleum Corp.:
5.95% 9/15/16	1,716		1,917
6.375% 9/15/17	15,653		18,127
6.45% 9/15/36	4,710		5,588
Apache Corp. 3.25% 4/15/22	169		171
DCP Midstream Operating LP:
2.5% 12/1/17	3,027		3,104
3.875% 3/15/23	1,823		1,768
4.95% 4/1/22	1,267		1,333
Duke Energy Field Services:
5.375% 10/15/15 (g)	2,055		2,176
6.45% 11/3/36 (g)	6,493		7,034
El Paso Natural Gas Co. 5.95% 4/15/17	1,572		1,774
Enbridge Energy Partners LP 4.2% 9/15/21	8,103		8,408
Encana Holdings Finance Corp. 5.8% 5/1/14	4,858		4,899
Gulfstream Natural Gas System LLC 6.95% 6/1/16 (g)	780		869
Marathon Petroleum Corp.:
3.5% 3/1/16	493		518
5.125% 3/1/21	4,415		4,939
Midcontinent Express Pipeline LLC 5.45% 9/15/14 (g)	7,948		8,081
Motiva Enterprises LLC:
5.75% 1/15/20 (g)	1,252		1,440
6.85% 1/15/40 (g)	4,294		5,488
Nakilat, Inc. 6.067% 12/31/33 (g)	2,490		2,674
Nexen, Inc.:
5.2% 3/10/15	1,528		1,590
6.2% 7/30/19	2,252		2,622
Occidental Petroleum Corp. 2.7% 2/15/23	1,942		1,842
Petrobras Global Finance BV:
3% 1/15/19	29,822		28,450
4.375% 5/20/23	4,137		3,751
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	$ 7,288		$ 7,488
5.375% 1/27/21	4,629		4,641
5.75% 1/20/20	17,949		18,680
7.875% 3/15/19	7,382		8,438
Petroleos Mexicanos:
3.125% 1/23/19 (g)	993		1,015
3.5% 7/18/18	8,047		8,349
3.5% 1/30/23	5,005		4,680
4.875% 1/24/22	1,430		1,494
4.875% 1/18/24	2,251		2,314
4.875% 1/18/24 (g)	4,770		4,884
5.5% 1/21/21	7,423		8,091
5.5% 6/27/44	19,723		18,649
6% 3/5/20	2,274		2,564
6.375% 1/23/45 (g)	7,506		7,905
6.5% 6/2/41	8,420		9,080
Phillips 66 Co.:
1.95% 3/5/15	1,844		1,871
2.95% 5/1/17	1,844		1,940
4.3% 4/1/22	6,383		6,737
5.875% 5/1/42	2,213		2,539
Plains All American Pipeline LP/PAA Finance Corp. 6.125% 1/15/17	1,940		2,201
Southeast Supply Header LLC 4.85% 8/15/14 (g)	1,358		1,381
Spectra Energy Capital, LLC 5.65% 3/1/20	1,087		1,207
Spectra Energy Partners, LP:
2.95% 6/15/16	1,472		1,534
4.6% 6/15/21	1,816		1,955
Suncor Energy, Inc. 6.1% 6/1/18	623		728
Texas Eastern Transmission LP 6% 9/15/17 (g)	1,301		1,469
TransCapitalInvest Ltd. 5.67% 3/5/14 (g)	6,508		6,508
Western Gas Partners LP 5.375% 6/1/21	9,827		10,610
Williams Partners LP 4.3% 3/4/24	4,754		4,764
			272,279
TOTAL ENERGY			308,324
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - 4.9%
Capital Markets - 0.6%
Affiliated Managers Group, Inc. 4.25% 2/15/24	$ 2,464		$ 2,485
Bear Stearns Companies, Inc. 5.3% 10/30/15	1,060		1,137
Goldman Sachs Group, Inc.:
1.748% 9/15/17	24,600		24,600
2.625% 1/31/19	12,560		12,632
2.9% 7/19/18	10,319		10,605
5.95% 1/18/18	5,343		6,104
6.15% 4/1/18	3,993		4,602
JPMorgan Chase & Co. 1.125% 2/26/16	16,826		16,926
Lazard Group LLC:
4.25% 11/14/20	3,149		3,314
6.85% 6/15/17	6,480		7,406
Merrill Lynch & Co., Inc. 6.4% 8/28/17	5,074		5,870
Morgan Stanley:
2.125% 4/25/18	18,100		18,204
2.5% 1/24/19	9,400		9,439
4% 7/24/15	1,373		1,432
4.875% 11/1/22	8,068		8,516
5% 11/24/25	1,058		1,099
5.375% 10/15/15	17,634		18,905
5.625% 9/23/19	547		628
5.95% 12/28/17	301		345
6.625% 4/1/18	1,804		2,123
State Street Corp. 3.1% 5/15/23	7,500		7,166
			163,538
Commercial Banks - 1.3%
Associated Banc Corp. 5.125% 3/28/16	2,238		2,384
Bank of America NA:
1.125% 11/14/16	13,000		13,015
5.3% 3/15/17	16,651		18,451
BB&T Corp. 3.95% 3/22/22	1,805		1,854
Capital One Bank NA 1.15% 11/21/16	4,351		4,356
Comerica Bank 5.7% 6/1/14	613		620
Comerica, Inc. 4.8% 5/1/15	1,223		1,278
Credit Suisse AG 6% 2/15/18	17,158		19,862
Credit Suisse New York Branch 5.4% 1/14/20	1,450		1,633
Discover Bank:
4.2% 8/8/23	4,416		4,532
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Commercial Banks - continued
Discover Bank: - continued
7% 4/15/20	$ 4,144		$ 4,926
8.7% 11/18/19	745		939
Fifth Third Bancorp:
3.5% 3/15/22	638		643
4.5% 6/1/18	584		638
5.45% 1/15/17	4,032		4,476
Fifth Third Bank 1.15% 11/18/16	12,566		12,626
HBOS PLC 6.75% 5/21/18 (g)	560		638
Huntington Bancshares, Inc. 7% 12/15/20	3,353		4,031
Huntington National Bank:
1.3% 11/20/16	4,131		4,153
2.2% 4/1/19	3,200		3,197
Intesa Sanpaolo SpA:
2.375% 1/13/17	18,700		18,746
3.125% 1/15/16	20,275		20,807
KeyBank NA:
5.45% 3/3/16	3,278		3,575
5.8% 7/1/14	9,872		10,042
KeyCorp. 5.1% 3/24/21	628		705
Marshall & Ilsley Bank:
4.85% 6/16/15	5,313		5,572
5% 1/17/17	10,492		11,402
Regions Bank:
6.45% 6/26/37	12,100		13,393
7.5% 5/15/18	10,717		12,760
Regions Financial Corp.:
2% 5/15/18	7,953		7,833
5.75% 6/15/15	1,528		1,615
7.75% 11/10/14	7,190		7,541
Royal Bank of Scotland Group PLC:
6% 12/19/23	8,349		8,597
6.1% 6/10/23	8,213		8,527
6.125% 12/15/22	39,429		41,389
Sumitomo Mitsui Banking Corp.:
1.3% 1/10/17	6,500		6,537
2.45% 1/10/19	7,500		7,617
SunTrust Banks, Inc.:
2.35% 11/1/18	3,112		3,139
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Commercial Banks - continued
SunTrust Banks, Inc.: - continued
3.5% 1/20/17	$ 4,862		$ 5,155
UnionBanCal Corp. 3.5% 6/18/22	969		987
Wachovia Bank NA 6% 11/15/17	8,083		9,364
Wells Fargo & Co. 4.48% 1/16/24	6,481		6,783
			316,338
Consumer Finance - 0.6%
American Express Credit Corp.:
1.3% 7/29/16	6,246		6,311
2.8% 9/19/16	626		655
Discover Financial Services:
3.85% 11/21/22	2,701		2,665
5.2% 4/27/22	2,488		2,680
6.45% 6/12/17	13,316		15,093
Ford Motor Credit Co. LLC:
1.5% 1/17/17	4,067		4,072
2.5% 1/15/16	16,000		16,447
2.875% 10/1/18	11,000		11,292
3% 6/12/17	6,246		6,504
4.375% 8/6/23	15,332		15,895
General Electric Capital Corp.:
1.5% 7/12/16	23,000		23,390
2.3% 1/14/19	28,210		28,705
4.625% 1/7/21	849		942
HSBC U.S.A., Inc. 2.625% 9/24/18	3,192		3,280
Hyundai Capital America:
1.45% 2/6/17 (g)	6,312		6,309
1.625% 10/2/15 (g)	2,131		2,153
1.875% 8/9/16 (g)	1,605		1,629
2.125% 10/2/17 (g)	2,357		2,382
2.55% 2/6/19 (g)	6,671		6,711
2.875% 8/9/18 (g)	2,848		2,918
			160,033
Diversified Financial Services - 0.8%
Bank of America Corp.:
1.35% 11/21/16	5,398		5,409
2.6% 1/15/19	43,489		44,025
3.875% 3/22/17	944		1,013
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Diversified Financial Services - continued
Bank of America Corp.: - continued
6.5% 8/1/16	$ 1,220		$ 1,374
Barclays Bank PLC 2.5% 2/20/19	4,000		4,043
BP Capital Markets PLC:
3.814% 2/10/24	6,121		6,191
4.5% 10/1/20	1,336		1,470
4.742% 3/11/21	6,000		6,691
Citigroup, Inc.:
1.3% 11/15/16	9,663		9,688
1.7% 7/25/16	9,000		9,122
4.45% 1/10/17	15,842		17,216
4.75% 5/19/15	7,695		8,062
5.5% 9/13/25	2,487		2,682
Five Corners Funding Trust 4.419% 11/15/23 (g)	9,345		9,540
JPMorgan Chase & Co.:
2.35% 1/28/19	49,249		49,453
3.15% 7/5/16	1,641		1,725
JPMorgan Chase Bank 6% 10/1/17	2,460		2,829
RBS Citizens Financial Group, Inc. 4.15% 9/28/22 (g)	6,485		6,460
TECO Finance, Inc.:
4% 3/15/16	1,828		1,939
5.15% 3/15/20	164		183
			189,115
Insurance - 0.6%
American International Group, Inc.:
2.375% 8/24/15	16,000		16,346
3.8% 3/22/17	6,043		6,492
4.875% 9/15/16	2,262		2,477
4.875% 6/1/22	4,860		5,344
5.6% 10/18/16	5,560		6,181
Aon Corp.:
3.125% 5/27/16	4,743		4,961
3.5% 9/30/15	4,875		5,071
5% 9/30/20	129		145
Aon PLC 4.45% 5/24/43	7,000		6,643
Axis Capital Holdings Ltd. 5.75% 12/1/14	452		469
Great-West Life & Annuity Insurance Co. 7.153% 5/16/46 (g)(m)	2,508		2,583
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Insurance - continued
Hartford Financial Services Group, Inc.:
4% 10/15/17	$ 1,308		$ 1,415
5.125% 4/15/22	1,066		1,191
5.375% 3/15/17	685		763
Liberty Mutual Group, Inc.:
4.25% 6/15/23 (g)	6,498		6,481
5% 6/1/21 (g)	8,525		9,108
6.5% 3/15/35 (g)	1,315		1,507
Marsh & McLennan Companies, Inc. 4.8% 7/15/21	5,569		6,078
Massachusetts Mutual Life Insurance Co. 5.375% 12/1/41 (g)	3,576		3,898
MetLife, Inc. 6.75% 6/1/16	5,158		5,826
Metropolitan Life Global Funding I 1.875% 6/22/18 (g)	7,500		7,468
Northwestern Mutual Life Insurance Co. 6.063% 3/30/40 (g)	4,915		5,886
Pacific Life Insurance Co. 9.25% 6/15/39 (g)	3,967		5,780
Pacific LifeCorp:
5.125% 1/30/43 (g)	7,709		7,527
6% 2/10/20 (g)	9,721		11,073
Prudential Financial, Inc.:
2.3% 8/15/18	888		897
4.5% 11/16/21	1,764		1,928
7.375% 6/15/19	2,520		3,135
Symetra Financial Corp. 6.125% 4/1/16 (g)	8,408		8,984
Unum Group:
5.625% 9/15/20	3,860		4,302
5.75% 8/15/42	8,065		8,676
7.125% 9/30/16	2,076		2,373
			161,008
Real Estate Investment Trusts - 0.5%
Alexandria Real Estate Equities, Inc. 4.6% 4/1/22	2,035		2,109
American Campus Communities Operating Partnership LP 3.75% 4/15/23	1,759		1,686
AvalonBay Communities, Inc. 3.625% 10/1/20	2,800		2,898
Boston Properties, Inc. 3.85% 2/1/23	8,081		8,120
BRE Properties, Inc. 5.5% 3/15/17	3,921		4,337
Camden Property Trust:
2.95% 12/15/22	2,417		2,278
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
Camden Property Trust: - continued
4.25% 1/15/24	$ 5,167		$ 5,288
Developers Diversified Realty Corp.:
4.625% 7/15/22	4,470		4,692
4.75% 4/15/18	6,131		6,674
7.5% 4/1/17	6,446		7,506
9.625% 3/15/16	1,851		2,151
Duke Realty LP:
3.625% 4/15/23	3,152		3,006
3.875% 10/15/22	5,452		5,342
4.375% 6/15/22	3,753		3,835
5.5% 3/1/16	3,075		3,332
6.75% 3/15/20	1,339		1,576
8.25% 8/15/19	2,643		3,309
Equity One, Inc.:
3.75% 11/15/22	8,200		7,878
5.375% 10/15/15	948		1,013
6% 9/15/17	876		982
6.25% 1/15/17	663		740
Federal Realty Investment Trust:
5.9% 4/1/20	1,971		2,299
6.2% 1/15/17	501		566
HCP, Inc.:
3.15% 8/1/22	7,000		6,683
3.75% 2/1/16	3,426		3,613
4.25% 11/15/23	5,582		5,711
Health Care REIT, Inc.:
2.25% 3/15/18	2,600		2,621
4.125% 4/1/19	13,700		14,625
4.7% 9/15/17	843		927
HRPT Properties Trust:
5.75% 11/1/15	1,731		1,795
6.25% 6/15/17	996		1,078
6.65% 1/15/18	676		744
Retail Opportunity Investments Partnership LP 5% 12/15/23	1,140		1,182
Simon Property Group LP:
2.2% 2/1/19	5,936		5,960
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
Simon Property Group LP: - continued
2.8% 1/30/17	$ 82		$ 86
Weingarten Realty Investors 3.375% 10/15/22	1,228		1,165
			127,807
Real Estate Management & Development - 0.5%
BioMed Realty LP:
3.85% 4/15/16	8,775		9,241
4.25% 7/15/22	2,970		2,959
6.125% 4/15/20	2,611		2,974
Brandywine Operating Partnership LP:
3.95% 2/15/23	7,304		7,140
4.95% 4/15/18	3,461		3,749
5.7% 5/1/17	309		340
6% 4/1/16	2,770		3,016
7.5% 5/15/15	776		835
Digital Realty Trust LP:
4.5% 7/15/15	3,650		3,791
5.25% 3/15/21	4,138		4,373
ERP Operating LP 5.75% 6/15/17	2,042		2,319
Liberty Property LP:
3.375% 6/15/23	3,313		3,121
4.125% 6/15/22	3,219		3,261
4.75% 10/1/20	8,747		9,368
5.125% 3/2/15	1,672		1,741
5.5% 12/15/16	2,529		2,793
Mack-Cali Realty LP:
2.5% 12/15/17	4,556		4,608
3.15% 5/15/23	7,438		6,686
4.5% 4/18/22	2,016		2,042
7.75% 8/15/19	2,476		2,981
Mid-America Apartments LP 4.3% 10/15/23	1,248		1,262
Post Apartment Homes LP 3.375% 12/1/22	1,364		1,291
Prime Property Funding, Inc.:
5.125% 6/1/15 (g)	2,812		2,935
5.7% 4/15/17 (g)	4,226		4,585
Reckson Operating Partnership LP 6% 3/31/16	1,949		2,124
Regency Centers LP:
4.95% 4/15/14	494		496
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Management & Development - continued
Regency Centers LP: - continued
5.25% 8/1/15	$ 3,893		$ 4,116
5.875% 6/15/17	1,771		1,983
Tanger Properties LP:
3.875% 12/1/23	2,716		2,718
6.125% 6/1/20	9,597		11,238
Ventas Realty LP 1.55% 9/26/16	1,068		1,080
Ventas Realty LP/Ventas Capital Corp.:
2% 2/15/18	4,056		4,065
4% 4/30/19	1,999		2,138
			117,369
TOTAL FINANCIALS			1,235,208
HEALTH CARE - 0.3%
Biotechnology - 0.1%
Amgen, Inc.:
3.875% 11/15/21	1,808		1,900
5.15% 11/15/41	17,224		18,039
			19,939
Health Care Providers & Services - 0.1%
Aetna, Inc. 2.75% 11/15/22	3,213		3,033
Coventry Health Care, Inc.:
5.95% 3/15/17	1,413		1,597
6.3% 8/15/14	2,925		2,999
Express Scripts Holding Co.:
3.9% 2/15/22	1,915		1,971
4.75% 11/15/21	17,355		18,862
Express Scripts, Inc. 3.125% 5/15/16	332		347
Medco Health Solutions, Inc.:
2.75% 9/15/15	4,158		4,281
4.125% 9/15/20	5,031		5,361
WellPoint, Inc. 1.875% 1/15/18	195		195
			38,646
Life Sciences Tools & Services - 0.0%
Thermo Fisher Scientific, Inc.:
1.3% 2/1/17	1,745		1,745
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
HEALTH CARE - continued
Life Sciences Tools & Services - continued
Thermo Fisher Scientific, Inc.: - continued
2.4% 2/1/19	$ 1,100		$ 1,102
4.15% 2/1/24	1,690		1,738
			4,585
Pharmaceuticals - 0.1%
AbbVie, Inc. 1.75% 11/6/17	6,470		6,517
Mylan, Inc. 1.35% 11/29/16	2,039		2,048
Perrigo Co. PLC:
1.3% 11/8/16 (g)	1,664		1,666
2.3% 11/8/18 (g)	1,780		1,783
Watson Pharmaceuticals, Inc. 1.875% 10/1/17	2,149		2,149
Zoetis, Inc.:
1.875% 2/1/18	992		995
3.25% 2/1/23	2,418		2,333
			17,491
TOTAL HEALTH CARE			80,661
INDUSTRIALS - 0.3%
Aerospace & Defense - 0.1%
BAE Systems Holdings, Inc.:
4.95% 6/1/14 (g)	2,021		2,042
6.375% 6/1/19 (g)	5,000		5,854
			7,896
Airlines - 0.1%
American Airlines pass-thru trust Series 2013-2 Class A, 4.95% 7/15/24 (g)	12,130		13,003
Continental Airlines, Inc.:
6.648% 3/15/19	2,838		3,001
6.9% 7/2/19	824		893
U.S. Airways pass-thru trust certificates:
6.85% 1/30/18	1,936		2,071
8.36% 1/20/19	1,508		1,681
			20,649
Road & Rail - 0.1%
Burlington Northern Santa Fe LLC:
4.4% 3/15/42	11,995		11,393
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
INDUSTRIALS - continued
Road & Rail - continued
Burlington Northern Santa Fe LLC: - continued
4.45% 3/15/43	$ 6,000		$ 5,732
5.05% 3/1/41	8,624		9,036
Norfolk Southern Corp. 3.85% 1/15/24	6,230		6,378
			32,539
TOTAL INDUSTRIALS			61,084
INFORMATION TECHNOLOGY - 0.1%
Electronic Equipment & Components - 0.0%
Tyco Electronics Group SA:
1.6% 2/3/15	188		190
2.375% 12/17/18	1,262		1,257
6.55% 10/1/17	1,119		1,300
			2,747
IT Services - 0.1%
The Western Union Co. 2.375% 12/10/15	155		159
Xerox Corp.:
1.0559% 5/16/14 (m)	10,110		10,120
2.95% 3/15/17	1,143		1,197
4.25% 2/15/15	1,302		1,346
			12,822
TOTAL INFORMATION TECHNOLOGY			15,569
MATERIALS - 0.1%
Chemicals - 0.0%
Ecolab, Inc. 1.45% 12/8/17	3,459		3,433
Construction Materials - 0.0%
CRH America, Inc. 6% 9/30/16	3,083		3,431
Metals & Mining - 0.1%
Anglo American Capital PLC 9.375% 4/8/14 (g)	3,112		3,136
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
MATERIALS - continued
Metals & Mining - continued
Corporacion Nacional del Cobre de Chile (Codelco):
3.875% 11/3/21 (g)	$ 8,722		$ 8,788
4.5% 8/13/23 (g)	8,000		8,293
			20,217
TOTAL MATERIALS			27,081
TELECOMMUNICATION SERVICES - 1.0%
Diversified Telecommunication Services - 1.0%
AT&T, Inc.:
2.375% 11/27/18	6,500		6,580
2.4% 8/15/16	355		367
BellSouth Capital Funding Corp. 7.875% 2/15/30	61		75
CenturyLink, Inc.:
5.15% 6/15/17	487		522
6% 4/1/17	3,467		3,831
6.15% 9/15/19	4,463		4,798
Embarq Corp.:
7.082% 6/1/16	4,190		4,692
7.995% 6/1/36	30,501		32,513
Verizon Communications, Inc.:
2.5% 9/15/16	80,969		84,032
3.65% 9/14/18	30,250		32,237
6.25% 4/1/37	4,611		5,356
6.4% 9/15/33	6,073		7,223
6.55% 9/15/43	61,223		74,966
			257,192
Wireless Telecommunication Services - 0.0%
America Movil S.A.B. de CV:
2.375% 9/8/16	371		383
3.625% 3/30/15	3,102		3,195
			3,578
TOTAL TELECOMMUNICATION SERVICES			260,770
UTILITIES - 0.9%
Electric Utilities - 0.6%
AmerenUE 6.4% 6/15/17	1,518		1,755
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	$ 2,632		$ 2,632
2.95% 12/15/22	2,492		2,388
Duke Capital LLC 5.668% 8/15/14	3,457		3,536
Duquesne Light Holdings, Inc.:
5.9% 12/1/21 (g)	5,539		6,310
6.4% 9/15/20 (g)	11,856		13,854
Edison International 3.75% 9/15/17	4,499		4,825
FirstEnergy Corp.:
2.75% 3/15/18	5,228		5,270
4.25% 3/15/23	18,648		18,299
7.375% 11/15/31	32,500		37,425
FirstEnergy Solutions Corp. 6.05% 8/15/21	12,120		13,374
Indiana Michigan Power Co. 3.2% 3/15/23	5,866		5,684
LG&E and KU Energy LLC:
2.125% 11/15/15	5,251		5,353
3.75% 11/15/20	1,034		1,075
Monongahela Power Co. 4.1% 4/15/24 (g)	2,238		2,316
Nevada Power Co. 6.5% 8/1/18	2,642		3,148
NextEra Energy Capital Holdings, Inc. 1.611% 6/1/14	619		621
Northeast Utilities:
1.45% 5/1/18	1,676		1,640
2.8% 5/1/23	7,613		7,179
NV Energy, Inc. 6.25% 11/15/20	1,957		2,309
Pennsylvania Electric Co. 6.05% 9/1/17	618		687
Pepco Holdings, Inc. 2.7% 10/1/15	5,263		5,390
PPL Capital Funding, Inc. 3.4% 6/1/23	3,630		3,500
Progress Energy, Inc. 4.4% 1/15/21	405		436
West Penn Power Co. 5.95% 12/15/17 (g)	6,500		7,461
			156,467
Gas Utilities - 0.0%
Southern Natural Gas Co. 5.9% 4/1/17 (g)	357		403
Southern Natural Gas Co./Southern Natural Issuing Corp. 4.4% 6/15/21	2,473		2,621
			3,024
Independent Power Producers & Energy Traders - 0.0%
PSEG Power LLC 2.75% 9/15/16	1,703		1,779
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
UTILITIES - continued
Multi-Utilities - 0.3%
Ameren Illinois Co. 6.125% 11/15/17	$ 333		$ 386
Dominion Resources, Inc.:
1.95% 8/15/16	246		252
2.5469% 9/30/66 (m)	17,454		16,120
7.5% 6/30/66 (m)	5,485		5,951
MidAmerican Energy Holdings, Co.:
2% 11/15/18 (g)	6,853		6,825
6.5% 9/15/37	3,287		4,105
National Grid PLC 6.3% 8/1/16	973		1,092
NiSource Finance Corp.:
4.45% 12/1/21	2,934		3,107
5.25% 9/15/17	1,414		1,584
5.4% 7/15/14	7,266		7,392
5.45% 9/15/20	6,455		7,329
6.4% 3/15/18	3,029		3,541
6.8% 1/15/19	4,065		4,864
PG&E Corp. 2.4% 3/1/19	931		933
Puget Energy, Inc. 6% 9/1/21	813		938
Sempra Energy:
2% 3/15/14	2,355		2,356
2.875% 10/1/22	6,192		5,892
Wisconsin Energy Corp. 6.25% 5/15/67 (m)	4,882		4,992
			77,659
TOTAL UTILITIES			238,929
TOTAL NONCONVERTIBLE BONDS			2,463,526
TOTAL CORPORATE BONDS (Cost $2,367,403)		2,465,203
U.S. Treasury Obligations - 5.4%

U.S. Treasury Bills, yield at date of purchase 0.03% to 0.05% 4/17/14 to 5/29/14 (j)	12,870		12,869
U.S. Treasury Bonds:
3.625% 2/15/44	10,440		10,505
3.75% 11/15/43 (l)	96,425		99,318
U.S. Treasury Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Treasury Notes:
0.375% 1/31/16 (f)	$ 377,129		$ 377,659
1.5% 1/31/19 (f)(k)	838,978		839,359
2.75% 11/15/23	39,112		39,528
TOTAL U.S. TREASURY OBLIGATIONS (Cost $1,371,052)		1,379,238
U.S. Government Agency - Mortgage Securities - 2.8%

Fannie Mae - 2.6%
2.303% 6/1/36 (m)	156		164
2.5% 5/1/28 to 11/1/28	6,474		6,518
2.5% 3/1/29 (i)	8,400		8,442
2.5% 3/1/29 (i)	12,300		12,361
2.5% 3/1/44 (i)	2,200		2,045
2.5% 3/1/44 (i)	1,000		930
2.643% 7/1/37 (m)	339		360
3% 10/1/42 to 10/1/43	77,679		75,540
3% 3/1/44 (i)	10,300		10,003
3% 3/1/44 (i)	3,300		3,205
3% 3/1/44 (i)	3,300		3,205
3.5% 1/1/34 to 1/1/44	246,695		247,366
3.5% 3/1/44 (i)	47,200		47,841
3.5% 3/1/44 (i)	5,400		5,473
3.5% 3/1/44 (i)	5,400		5,473
3.5% 3/1/44 (i)	15,000		15,204
4% 2/1/35 to 1/1/44	38,199		40,121
4% 3/1/44 (i)	5,000		5,240
4% 3/1/44 (i)	7,300		7,650
4% 3/1/44 (i)	6,200		6,497
4% 3/1/44 (i)	17,700		18,549
4% 3/1/44 (i)	3,300		3,458
4.5% 12/1/23 to 7/1/41	7,161		7,700
4.5% 3/1/44 (i)	33,800		36,302
4.5% 3/1/44 (i)	12,200		13,103
5% 3/1/44 (i)	27,800		30,448
5% 3/1/44 (i)	2,500		2,738
5.5% 9/1/24	3,617		3,938
5.5% 3/1/44 (i)	17,750		19,585
5.5% 3/1/44 (i)	6,700		7,393
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Fannie Mae - continued
6% 6/1/35 to 8/1/37	$ 6,537		$ 7,295
6.5% 7/1/32 to 8/1/36	1,270		1,437
TOTAL FANNIE MAE			655,584
Freddie Mac - 0.1%
3.064% 10/1/35 (m)	211		224
3.5% 6/1/42 to 10/1/43	17,368		17,382
4% 6/1/24 to 9/1/25	1,779		1,898
4.5% 7/1/25 to 12/1/40	752		806
5% 3/1/19	1,825		1,933
5.5% 1/1/34 to 3/1/40	1,374		1,517
6% 7/1/37 to 8/1/37	458		508
6.5% 3/1/36	920		1,053
TOTAL FREDDIE MAC			25,321
Ginnie Mae - 0.1%
4% 3/1/44 (i)	10,600		11,239
4% 3/1/44 (i)	3,000		3,181
4% 3/1/44 (i)	3,700		3,923
5% 3/1/44 (i)	1,600		1,758
5.5% 12/15/31 to 1/15/39	3,169		3,555
6% 2/15/34	7,266		8,367
TOTAL GINNIE MAE			32,023
TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES (Cost $711,202)		712,928
Asset-Backed Securities - 0.1%

Accredited Mortgage Loan Trust Series 2005-1 Class M1, 0.6255% 4/25/35 (m)	729		646
ACE Securities Corp. Home Equity Loan Trust Series 2004-HE1 Class M2, 1.8055% 3/25/34 (m)	348		323
AmeriCredit Auto Receivables Trust Series 2013-4:
Class C, 2.72% 9/9/19	1,410		1,445
Class D, 3.31% 10/8/19	880		915
Ameriquest Mortgage Securities, Inc. pass-thru certificates:
Series 2003-10 Class M1, 1.2055% 12/25/33 (m)	65		59
Asset-Backed Securities - continued
	Principal Amount (000s)		Value (000s)
Ameriquest Mortgage Securities, Inc. pass-thru certificates: - continued
Series 2004-R2 Class M3, 0.9805% 4/25/34 (m)	$ 99		$ 53
Series 2005-R2 Class M1, 0.6055% 4/25/35 (m)	1,158		1,146
Argent Securities, Inc. pass-thru certificates:
Series 2003-W7 Class A2, 0.9355% 3/25/34 (m)	53		49
Series 2004-W11 Class M2, 1.2055% 11/25/34 (m)	616		558
Series 2004-W7 Class M1, 0.9805% 5/25/34 (m)	1,600		1,475
Series 2006-W4 Class A2C, 0.3155% 5/25/36 (m)	1,333		416
Asset Backed Securities Corp. Home Equity Loan Trust:
Series 2004-HE2 Class M1, 0.9805% 4/25/34 (m)	2,206		2,065
Series 2006-HE2 Class M1, 0.5255% 3/25/36 (m)	30		0*
Capital Trust Ltd. Series 2004-1 Class C, 1.254% 7/20/39 (g)(m)	165		66
Carrington Mortgage Loan Trust Series 2007-RFC1 Class A3, 0.2955% 12/25/36 (m)	1,978		1,144
CFC LLC Series 2013-1A Class A, 1.65% 7/17/17 (g)	987		988
Countrywide Home Loans, Inc.:
Series 2004-3 Class M4, 1.6105% 4/25/34 (m)	101		79
Series 2004-4 Class M2, 0.9505% 6/25/34 (m)	451		425
Series 2004-7 Class AF5, 5.37% 1/25/35	2,294		2,415
Fannie Mae Series 2004-T5 Class AB3, 0.9224% 5/28/35 (m)	43		39
Fieldstone Mortgage Investment Corp. Series 2004-3 Class M5, 2.3305% 8/25/34 (m)	319		254
First Franklin Mortgage Loan Trust Series 2004-FF2 Class M3, 0.9805% 3/25/34 (m)	17		15
Fremont Home Loan Trust Series 2005-A:
Class M3, 0.8905% 1/25/35 (m)	1,041		851
Class M4, 1.1755% 1/25/35 (m)	381		152
GCO Education Loan Funding Master Trust II Series 2007-1A Class C1L, 0.6149% 2/25/47 (g)(m)	3,122		2,595
GE Business Loan Trust:
Series 2003-1 Class A, 0.5845% 4/15/31 (g)(m)	63		60
Series 2006-2A:
Class A, 0.3345% 11/15/34 (g)(m)	1,102		1,011
Class B, 0.4345% 11/15/34 (g)(m)	398		337
Class C, 0.5345% 11/15/34 (g)(m)	661		557
Class D, 0.9045% 11/15/34 (g)(m)	251		210
Guggenheim Structured Real Estate Funding Ltd. Series 2006-3 Class C, 0.7055% 9/25/46 (g)(m)	738		738
Home Equity Asset Trust:
Series 2003-2 Class M1, 1.4755% 8/25/33 (m)	323		309
Asset-Backed Securities - continued
	Principal Amount (000s)		Value (000s)
Home Equity Asset Trust: - continued
Series 2003-3 Class M1, 1.4455% 8/25/33 (m)	$ 588		$ 550
Series 2003-5 Class A2, 0.8555% 12/25/33 (m)	36		34
HSI Asset Securitization Corp. Trust Series 2007-HE1 Class 2A3, 0.3455% 1/25/37 (m)	1,642		811
JPMorgan Mortgage Acquisition Trust:
Series 2006-NC2 Class M2, 0.4555% 7/25/36 (m)	3,185		158
Series 2007-CH1 Class AV4, 0.2855% 11/25/36 (m)	1,475		1,455
KeyCorp Student Loan Trust:
Series 1999-A Class A2, 0.5759% 12/27/29 (m)	346		342
Series 2006-A Class 2C, 1.3959% 3/27/42 (m)	2,909		460
MASTR Asset Backed Securities Trust Series 2007-HE1 Class M1, 0.4555% 5/25/37 (m)	527		4
Meritage Mortgage Loan Trust Series 2004-1 Class M1, 0.9055% 7/25/34 (m)	137		118
Merrill Lynch Mortgage Investors Trust:
Series 2003-OPT1 Class M1, 1.1305% 7/25/34 (m)	506		434
Series 2006-FM1 Class A2B, 0.2655% 4/25/37 (m)	818		796
Series 2006-OPT1 Class A1A, 0.6755% 6/25/35 (m)	2,339		2,221
Morgan Stanley ABS Capital I Trust:
Series 2004-HE6 Class A2, 0.8355% 8/25/34 (m)	63		63
Series 2005-NC1 Class M1, 0.8155% 1/25/35 (m)	439		405
Series 2005-NC2 Class B1, 1.3255% 3/25/35 (m)	268		129
New Century Home Equity Loan Trust Series 2005-4 Class M2, 0.6655% 9/25/35 (m)	1,566		1,313
Ocala Funding LLC:
Series 2005-1A Class A, 1.654% 3/20/10 (e)(g)(m)	621		0
Series 2006-1A Class A, 1.554% 3/20/11 (e)(g)(m)	1,290		0
Park Place Securities, Inc.:
Series 2004-WCW1:
Class M3, 1.4055% 9/25/34 (m)	585		523
Class M4, 1.6055% 9/25/34 (m)	750		422
Series 2005-WCH1 Class M4, 0.9855% 1/25/36 (m)	1,620		1,331
Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 0.9555% 4/25/33 (m)	6		5
Saxon Asset Securities Trust Series 2004-1 Class M1, 0.9505% 3/25/35 (m)	1,115		940
SLM Private Credit Student Loan Trust Series 2004-A Class C, 1.1929% 6/15/33 (m)	1,135		980
Structured Asset Investment Loan Trust Series 2004-8 Class M5, 1.8805% 9/25/34 (m)	56		39
Asset-Backed Securities - continued
	Principal Amount (000s)		Value (000s)
Terwin Mortgage Trust Series 2003-4HE Class A1, 1.0155% 9/25/34 (m)	$ 32		$ 30
Trapeza CDO XII Ltd./Trapeza CDO XII, Inc. Series 2007-12A Class B, 0.8029% 4/6/42 (g)(m)	2,206		496
Whinstone Capital Management Ltd. Series 1A Class B3, 2.0386% 10/25/44 (g)(m)	1,964		1,899
TOTAL ASSET-BACKED SECURITIES (Cost $28,216)		37,353
Collateralized Mortgage Obligations - 0.2%

Private Sponsor - 0.2%
Bear Stearns ALT-A Trust floater Series 2005-1 Class A1, 0.7155% 1/25/35 (m)	1,559		1,542
Citigroup Mortgage Loan Trust sequential payer Series 2012-A Class A, 2.5% 6/25/51 (g)	3,781		3,687
First Horizon Mortgage pass-thru Trust Series 2004-AR5 Class 2A1, 2.5778% 10/25/34 (m)	775		779
Granite Master Issuer PLC:
floater:
Series 2006-1A:
Class A1, 0.224% 12/20/54 (g)(m)	5,731		5,665
Class A5, 0.294% 12/20/54 (g)(m)	4,616		4,568
Series 2006-2 Class A4, 0.234% 12/20/54 (m)	1,710		1,691
Series 2006-3:
Class A3, 0.234% 12/20/54 (m)	823		814
Class A7, 0.354% 12/20/54 (m)	895		886
Class M2, 0.714% 12/20/54 (m)	5,460		5,204
Series 2006-4:
Class A4, 0.254% 12/20/54 (m)	2,625		2,596
Class B1, 0.334% 12/20/54 (m)	4,556		4,431
Class M1, 0.494% 12/20/54 (m)	1,198		1,140
Series 2007-1:
Class 1B1, 0.294% 12/20/54 (m)	5,806		5,610
Class 1M1, 0.454% 12/20/54 (m)	1,611		1,536
Class 2A1, 0.294% 12/20/54 (m)	2,060		2,038
Class 2M1, 0.654% 12/20/54 (m)	2,067		1,969
Series 2007-2:
Class 1B1, 0.3145% 12/17/54 (m)	767		742
Class 2C1, 1.0145% 12/17/54 (m)	2,864		2,697
Class 3A1, 0.3345% 12/17/54 (m)	367		364
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (000s)
Private Sponsor - continued
Granite Master Issuer PLC: - continued
sequential payer Series 2006-3 Class B2, 0.494% 12/20/54 (m)	$ 5,461		$ 5,290
Granite Mortgages PLC floater Series 2003-3 Class 1C, 2.6866% 1/20/44 (m)	472		468
JPMorgan Mortgage Trust sequential payer Series 2006-A5 Class 3A5, 2.6892% 8/25/36 (m)	1,462		1,234
MASTR Adjustable Rate Mortgages Trust Series 2007-3 Class 22A2, 0.3655% 5/25/47 (m)	605		461
Merrill Lynch Alternative Note Asset Trust floater Series 2007-OAR1 Class A1, 0.3255% 2/25/37 (m)	1,091		990
Opteum Mortgage Acceptance Corp. floater Series 2005-3 Class APT, 0.4455% 7/25/35 (m)	1,587		1,518
RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B:
Class B5, 2.5065% 7/10/35 (g)(m)	648		596
Class B6, 3.0065% 7/10/35 (g)(m)	138		128
Sequoia Mortgage Trust floater Series 2004-6 Class A3B, 1.2269% 7/20/34 (m)	31		30
Structured Asset Securities Corp. Series 2003-15A Class 4A, 2.4727% 4/25/33 (m)	186		186
TBW Mortgage-Backed pass-thru certificates floater Series 2006-4 Class A3, 0.358% 9/25/36 (m)	2,430		2,140
Thornburg Mortgage Securities Trust floater Series 2003-4 Class A1, 0.7955% 9/25/43 (m)	2,924		2,782
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $48,789)		63,782
Commercial Mortgage Securities - 1.9%

Asset Securitization Corp. Series 1997-D5 Class PS1, 1.5236% 2/14/43 (m)(o)	471		12
Banc of America Commercial Mortgage Trust:
sequential payer:
Series 2006-2 Class AAB, 5.7192% 5/10/45 (m)	581		596
Series 2006-3 Class A4, 5.889% 7/10/44	739		802
Series 2006-5 Class A2, 5.317% 9/10/47	3,112		3,132
Series 2006-6 Class A3, 5.369% 10/10/45	2,628		2,697
Series 2005-3 Class A3B, 5.09% 7/10/43 (m)	4,082		4,201
Series 2006-6 Class E, 5.619% 10/10/45 (g)	759		94
Series 2007-3:
Class A3, 5.6195% 6/10/49 (m)	2,176		2,176
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Banc of America Commercial Mortgage Trust: - continued
Series 2007-3:
Class A4, 5.6195% 6/10/49 (m)	$ 2,739		$ 3,040
Banc of America Commercial Mortgage, Inc. sequential payer Series 2001-1 Class A4, 5.451% 1/15/49	4,718		5,099
Bayview Commercial Asset Trust:
floater:
Series 2003-2 Class M1, 1.0055% 12/25/33 (g)(m)	48		39
Series 2005-3A:
Class A2, 0.5555% 11/25/35 (g)(m)	420		363
Class M1, 0.5955% 11/25/35 (g)(m)	55		39
Class M2, 0.6455% 11/25/35 (g)(m)	70		50
Class M3, 0.6655% 11/25/35 (g)(m)	63		44
Class M4, 0.7555% 11/25/35 (g)(m)	78		52
Series 2005-4A:
Class A2, 0.5455% 1/25/36 (g)(m)	1,089		907
Class B1, 1.5555% 1/25/36 (g)(m)	90		18
Class M1, 0.6055% 1/25/36 (g)(m)	351		197
Class M2, 0.6255% 1/25/36 (g)(m)	105		56
Class M3, 0.6555% 1/25/36 (g)(m)	154		80
Class M4, 0.7655% 1/25/36 (g)(m)	85		42
Class M5, 0.8055% 1/25/36 (g)(m)	85		30
Class M6, 0.8555% 1/25/36 (g)(m)	90		27
Series 2006-1:
Class A2, 0.5155% 4/25/36 (g)(m)	173		152
Class M1, 0.5355% 4/25/36 (g)(m)	62		44
Class M2, 0.5555% 4/25/36 (g)(m)	66		45
Class M3, 0.5755% 4/25/36 (g)(m)	56		36
Class M4, 0.6755% 4/25/36 (g)(m)	32		20
Class M5, 0.7155% 4/25/36 (g)(m)	31		19
Class M6, 0.7955% 4/25/36 (g)(m)	62		33
Series 2006-2A:
Class M1, 0.4655% 7/25/36 (g)(m)	157		108
Class M2, 0.4855% 7/25/36 (g)(m)	111		74
Class M3, 0.5055% 7/25/36 (g)(m)	92		61
Class M4, 0.5755% 7/25/36 (g)(m)	62		37
Class M5, 0.6255% 7/25/36 (g)(m)	76		34
Series 2006-3A Class M4, 0.5855% 10/25/36 (g)(m)	96		14
Series 2006-4A:
Class A2, 0.4255% 12/25/36 (g)(m)	3,296		2,490
Class M1, 0.4455% 12/25/36 (g)(m)	220		149
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Bayview Commercial Asset Trust: - continued
floater:
Series 2006-4A:
Class M2, 0.4655% 12/25/36 (g)(m)	$ 146		$ 63
Class M3, 0.4955% 12/25/36 (g)(m)	147		47
Series 2007-1 Class A2, 0.4255% 3/25/37 (g)(m)	690		481
Series 2007-2A:
Class A1, 0.4255% 7/25/37 (g)(m)	690		558
Class A2, 0.4755% 7/25/37 (g)(m)	647		444
Class M1, 0.5255% 7/25/37 (g)(m)	226		72
Class M2, 0.5655% 7/25/37 (g)(m)	124		20
Class M3, 0.6455% 7/25/37 (g)(m)	126		11
Class M4, 0.8055% 7/25/37 (g)(m)	117		4
Series 2007-3:
Class A2, 0.4455% 7/25/37 (g)(m)	669		468
Class M1, 0.4655% 7/25/37 (g)(m)	133		85
Class M2, 0.4955% 7/25/37 (g)(m)	142		81
Class M3, 0.5255% 7/25/37 (g)(m)	223		98
Class M4, 0.6555% 7/25/37 (g)(m)	351		85
Class M5, 0.7555% 7/25/37 (g)(m)	184		31
Class M6, 0.9555% 7/25/37 (g)(m)	43		0
Series 2007-4A:
Class M1, 1.1055% 9/25/37 (g)(m)	266		31
Class M2, 1.2055% 9/25/37 (g)(m)	266		17
Series 2004-1, Class IO, 1.25% 4/25/34 (g)(o)	1,683		67
Series 2006-3A, Class IO, 0% 10/25/36 (g)(m)(o)	21,195		0*
Series 2007-5A, Class IO, 4.186% 10/25/37 (g)(m)(o)	4,417		271
Bear Stearns Commercial Mortgage Securities Trust:
floater Series 2007-BBA8:
Class E, 0.4545% 3/15/22 (g)(m)	529		518
Class F, 0.5045% 3/15/22 (g)(m)	2,081		1,977
Class G, 0.5545% 3/15/22 (g)(m)	534		491
Class H, 0.7045% 3/15/22 (g)(m)	653		581
Class J, 0.8545% 3/15/22 (g)(m)	653		568
sequential payer:
Series 2007-PW16:
Class A4, 5.7058% 6/11/40 (m)	769		867
Class AAB, 5.7058% 6/11/40 (m)	4,264		4,419
Series 2007-PW18 Class A4, 5.7% 6/11/50	5,820		6,583
Series 2006-T22 Class A4, 5.5801% 4/12/38 (m)	163		175
Series 2007-PW18 Class X2, 0.2966% 6/11/50 (g)(m)(o)	66,684		454
Series 2007-T28 Class X2, 0.1573% 9/11/42 (g)(m)(o)	40,940		132
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
C-BASS Trust floater Series 2006-SC1 Class A, 0.4255% 5/25/36 (g)(m)	$ 561		$ 541
CDC Commercial Mortgage Trust Series 2002-FX1 Class XCL, 1.4233% 5/15/35 (g)(m)(o)	2,809		38
Citigroup Commercial Mortgage Trust Series 2007-C6 Class A4, 5.7071% 12/10/49 (m)	4,371		4,894
Citigroup/Deutsche Bank Commercial Mortgage Trust sequential payer Series 2007-CD4:
Class A3, 5.293% 12/11/49	1,279		1,306
Class A4, 5.322% 12/11/49	19,611		21,646
Cobalt CMBS Commercial Mortgage Trust Series 2007-C2 Class B, 5.617% 4/15/47 (m)	1,468		1,430
COMM Mortgage Trust pass-thru certificates:
floater:
Series 2005-F10A Class J, 1.0045% 4/15/17 (g)(m)	138		138
Series 2006-FL12 Class AJ, 0.2845% 12/15/20 (g)(m)	456		454
sequential payer Series 2007-C9 Class A4, 5.7997% 12/10/49 (m)	2,907		3,288
Credit Suisse Commercial Mortgage Trust:
sequential payer:
Series 2006-C4 Class A3, 5.467% 9/15/39	1,488		1,620
Series 2007-C2 Class A2, 5.448% 1/15/49 (m)	25		25
Series 2007-C3 Class A4, 5.6783% 6/15/39 (m)	510		558
Series 2007-C5 Class A4, 5.695% 9/15/40 (m)	1,189		1,322
Credit Suisse First Boston Mortgage Capital Certificates floater Series 2007-TF2A Class B, 0.5045% 4/15/22 (g)(m)	4,688		4,422
Credit Suisse First Boston Mortgage Securities Corp.:
Series 2001-CK6 Class AX, 1.3434% 8/15/36 (m)(o)	93		0*
Series 2001-CKN5 Class AX, 0.6562% 9/15/34 (g)(m)(o)	7		0*
Credit Suisse Mortgage Capital Certificates:
floater Series 2007-TFL1:
Class C:
0.3245% 2/15/22 (g)(m)	1,351		1,340
0.4245% 2/15/22 (g)(m)	731		722
Class F, 0.4745% 2/15/22 (g)(m)	1,462		1,431
Series 2007-C1:
Class ASP, 0.354% 2/15/40 (m)(o)	16,196		0*
Class B, 5.487% 2/15/40 (g)(m)	2,009		280
Extended Stay America Trust floater Series 2013-ESFL:
Class A1FL, 0.9571% 12/5/31 (g)(m)	1,416		1,415
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Extended Stay America Trust floater Series 2013-ESFL: - continued
Class A2FL, 0.8571% 12/5/31 (g)(m)	$ 1,520		$ 1,513
Class BFL, 1.2571% 12/5/31 (g)(m)	5,610		5,622
Class CFL, 1.6571% 12/5/31 (g)(m)	3,980		3,993
GE Capital Commercial Mortgage Corp.:
sequential payer Series 2007-C1 Class A4, 5.543% 12/10/49	8,890		9,746
Series 2001-1 Class X1, 1.7244% 5/15/33 (g)(m)(o)	268		6
Series 2007-C1 Class XP, 0.1602% 12/10/49 (m)(o)	17,078		7
Greenwich Capital Commercial Funding Corp.:
floater Series 2006-FL4 Class B, 0.3471% 11/5/21 (g)(m)	494		491
sequential payer Series 2007-GG9 Class A4, 5.444% 3/10/39	33,895		37,364
Series 2007-GG11 Class A1, 0.2936% 12/10/49 (g)(m)(o)	19,487		38
GS Mortgage Securities Corp. II Series 2006-GG6 Class A2, 5.506% 4/10/38	173		173
GS Mortgage Securities Trust sequential payer Series 2006-GG8 Class A1A, 5.547% 11/10/39	3,006		3,289
Hilton U.S.A. Trust Series 2013-HLT:
Class CFX, 3.7141% 11/5/30 (g)	1,380		1,401
Class DFX, 4.4065% 11/5/30 (g)	9,895		10,105
JPMorgan Chase Commercial Mortgage Securities Trust:
floater Series 2006-FL2A:
Class B, 0.3245% 11/15/18 (g)(m)	563		551
Class C, 0.3645% 11/15/18 (g)(m)	400		389
Class D, 0.3845% 11/15/18 (g)(m)	178		169
Class E, 0.4345% 11/15/18 (g)(m)	255		243
Class F, 0.4845% 11/15/18 (g)(m)	383		364
Class G, 0.5145% 11/15/18 (g)(m)	332		314
Class H, 0.6545% 11/15/18 (g)(m)	255		239
sequential payer:
Series 2006-CB17:
Class A3, 5.45% 12/12/43	73		73
Class A4, 5.429% 12/12/43	8,980		9,706
Series 2006-LDP8:
Class A1A, 5.397% 5/15/45	11,437		12,473
Class A4, 5.399% 5/15/45	830		903
Series 2006-LDP9 Class A3, 5.336% 5/15/47	11,253		12,350
Series 2007-CB18 Class A4, 5.44% 6/12/47	700		771
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
JPMorgan Chase Commercial Mortgage Securities Trust: - continued
sequential payer:
Series 2007-CB19 Class A4, 5.7093% 2/12/49 (m)	$ 4,648		$ 5,189
Series 2007-LD11:
Class A2, 5.7984% 6/15/49 (m)	1,203		1,210
Class A4, 5.8134% 6/15/49 (m)	34,884		38,904
Series 2007-LDPX Class A3, 5.42% 1/15/49	18,477		20,429
Series 2006-LDP7 Class A4, 5.8726% 4/15/45 (m)	1,390		1,519
Series 2007-CB19:
Class B, 5.7093% 2/12/49 (m)	112		36
Class C, 5.7093% 2/12/49 (m)	294		62
Class D, 5.7093% 2/12/49 (m)	309		57
Series 2007-LDP10:
Class CS, 5.466% 1/15/49 (m)	108		19
Class ES, 5.7261% 1/15/49 (g)(m)	679		32
LB Commercial Conduit Mortgage Trust sequential payer Series 2007-C3 Class A4, 5.8924% 7/15/44 (m)	1,054		1,183
LB-UBS Commercial Mortgage Trust:
sequential payer:
Series 2006-C6 Class A4, 5.372% 9/15/39	591		648
Series 2006-C7 Class A2, 5.3% 11/15/38	678		703
Series 2007-C1 Class A4, 5.424% 2/15/40	4,069		4,494
Series 2007-C2 Class A3, 5.43% 2/15/40	2,415		2,670
Series 2007-C6 Class A4, 5.858% 7/15/40 (m)	1,632		1,760
Series 2007-C7:
Class A3, 5.866% 9/15/45	2,985		3,403
Class XCP, 0.2771% 9/15/45 (m)(o)	76,640		189
Lehman Brothers Floating Rate Commercial Mortgage Trust floater Series 2006-LLFA Class H, 0.5545% 9/15/21 (g)(m)	291		289
Merrill Lynch Mortgage Trust:
Series 2005-LC1 Class F, 5.4207% 1/12/44 (g)(m)	1,143		1,027
Series 2007-C1 Class A4, 5.8409% 6/12/50 (m)	4,974		5,598
Series 2008-C1 Class A4, 5.69% 2/12/51	2,766		3,098
Merrill Lynch-CFC Commercial Mortgage Trust:
floater Series 2006-4 Class A2FL, 0.2748% 12/12/49 (m)	65		65
sequential payer:
Series 2006-4 Class ASB, 5.133% 12/12/49 (m)	565		581
Series 2007-5:
Class A4, 5.378% 8/12/48	8,380		9,134
Class B, 5.479% 8/12/48	3,942		1,631
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Merrill Lynch-CFC Commercial Mortgage Trust: - continued
sequential payer:
Series 2007-6 Class A4, 5.485% 3/12/51 (m)	$ 10,897		$ 12,065
Series 2007-7 Class A4, 5.7439% 6/12/50 (m)	4,599		5,131
Series 2006-4 Class XP, 0.618% 12/12/49 (m)(o)	17,997		96
Series 2007-6 Class B, 5.635% 3/12/51 (m)	1,314		315
Series 2007-7 Class B, 5.7439% 6/12/50 (m)	114		5
Series 2007-8 Class A3, 5.8943% 8/12/49 (m)	1,133		1,274
Morgan Stanley Capital I Trust:
floater:
Series 2006-XLF Class C, 1.355% 7/15/19 (g)(m)	393		295
Series 2007-XLFA:
Class C, 0.315% 10/15/20 (g)(m)	754		732
Class D, 0.345% 10/15/20 (g)(m)	732		708
Class E, 0.405% 10/15/20 (g)(m)	916		880
Class F, 0.455% 10/15/20 (g)(m)	550		523
Class G, 0.495% 10/15/20 (g)(m)	680		651
Class H, 0.585% 10/15/20 (g)(m)	428		395
Class J, 0.735% 10/15/20 (g)(m)	247		107
sequential payer Series 2007-HQ11 Class A31, 5.439% 2/12/44 (m)	151		154
Series 2006-IQ11 Class A4, 5.6648% 10/15/42 (m)	340		364
Series 2006-T23 Class A3, 5.8071% 8/12/41 (m)	671		679
Series 2007-IQ14:
Class A4, 5.692% 4/15/49 (m)	10,971		12,159
Class AAB, 5.654% 4/15/49	2,280		2,369
Class B, 5.7406% 4/15/49 (m)	323		68
Salomon Brothers Mortgage Securities VII, Inc. Series 2006-C2 Class H, 6.308% 7/18/33 (g)	185		71
Wachovia Bank Commercial Mortgage Trust:
floater:
Series 2006-WL7A:
Class F, 0.4945% 9/15/21 (g)(m)	1,571		1,561
Class G, 0.5145% 9/15/21 (g)(m)	1,953		1,914
Class J, 0.7545% 9/15/21 (g)(m)	434		382
Series 2007-WHL8:
Class F, 0.6345% 6/15/20 (g)(m)	4,581		4,180
Class LXR1, 0.8545% 6/15/20 (g)(m)	162		153
sequential payer:
Series 2007-C30 Class A5, 5.342% 12/15/43	19,766		21,789
Series 2007-C31 Class A4, 5.509% 4/15/47	38,680		42,251
Series 2007-C33:
Class A4, 5.9216% 2/15/51 (m)	24,570		27,111
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Wachovia Bank Commercial Mortgage Trust: - continued
sequential payer:
Series 2007-C33:
Class A5, 5.9216% 2/15/51 (m)	$ 870		$ 981
Series 2005-C19 Class B, 4.892% 5/15/44	1,314		1,355
Series 2005-C22:
Class B, 5.3811% 12/15/44 (m)	2,914		2,861
Class F, 5.3811% 12/15/44 (g)(m)	2,191		526
Series 2006-C23 Class A5, 5.416% 1/15/45 (m)	7,210		7,752
Series 2006-C27 Class A1A, 5.749% 7/15/45 (m)	12,143		13,275
Series 2007-C30:
Class C, 5.483% 12/15/43 (m)	3,942		3,580
Class D, 5.513% 12/15/43 (m)	2,102		1,368
Class XP, 0.4783% 12/15/43 (g)(m)(o)	9,996		2
Series 2007-C31 Class C, 5.672% 4/15/47 (m)	361		299
Series 2007-C31A Class A2, 5.421% 4/15/47	3,943		3,944
Series 2007-C32:
Class D, 5.7499% 6/15/49 (m)	987		446
Class E, 5.7499% 6/15/49 (m)	1,556		526
TOTAL COMMERCIAL MORTGAGE SECURITIES (Cost $438,921)		485,198
Municipal Securities - 1.1%

Beaver County Indl. Dev. Auth. Poll. Cont. Rev. Bonds (FirstEnergy Nuclear Generation Corp. Proj.) Series 2005 A, 3.375%, tender 7/1/15 (m)	2,300		2,345
California Gen. Oblig.:
Series 2009, 7.35% 11/1/39	1,255		1,688
7.3% 10/1/39	18,960		25,512
7.5% 4/1/34	8,780		11,915
7.55% 4/1/39	15,130		21,032
7.6% 11/1/40	24,550		34,610
7.625% 3/1/40	2,920		4,073
Chicago Gen. Oblig. (Taxable Proj.):
Series 2008 B, 5.63% 1/1/22	1,360		1,422
Series 2010 C1, 7.781% 1/1/35	7,055		8,394
Series 2012 B, 5.432% 1/1/42	1,845		1,641
Illinois Fin. Auth. Rev. Series 2013 A, 4.545% 10/1/18	38,500		38,548
Illinois Gen. Oblig.:
Series 2003, 5.1% 6/1/33	42,555		41,826
Series 2010, 4.421% 1/1/15	5,980		6,165
Series 2010-1, 6.63% 2/1/35	17,960		19,852
Municipal Securities - continued
	Principal Amount (000s)		Value (000s)
Illinois Gen. Oblig.: - continued
Series 2010-3:
5.547% 4/1/19	$ 185		$ 203
6.725% 4/1/35	8,580		9,556
7.35% 7/1/35	5,140		6,006
Series 2011:
4.961% 3/1/16	580		616
5.665% 3/1/18	7,395		8,206
5.877% 3/1/19	17,085		19,170
Series 2013:
1.28% 12/1/15	4,975		5,011
4% 12/1/20	7,040		7,062
TOTAL MUNICIPAL SECURITIES (Cost $268,490)		274,853
Foreign Government and Government Agency Obligations - 0.4%

Banco Nacional de Desenvolvimento Economico e Social:
3.375% 9/26/16 (g)	6,350		6,469
5.75% 9/26/23 (g)	5,809		5,918
Brazilian Federative Republic:
4.25% 1/7/25	12,300		11,839
5.625% 1/7/41	6,113		6,006
Italian Republic:
3.125% 1/26/15	10,287		10,493
4.5% 1/21/15	7,717		7,967
4.75% 1/25/16	7,716		8,229
5.375% 6/12/17	4,630		5,092
Russian Federation 3.25% 4/4/17 (g)	800		837
United Mexican States:
3.5% 1/21/21	6,500		6,581
4% 10/2/23	14,090		14,266
4.75% 3/8/44	6,152		5,737
TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $88,944)		89,434
Bank Notes - 0.0%

Fifth Third Bank 4.75% 2/1/15 (Cost $964)	951		987

Preferred Securities - 0.0%
	Principal Amount (000s)		Value (000s)
FINANCIALS - 0.0%
Diversified Financial Services - 0.0%
MUFG Capital Finance 1 Ltd. 6.346% (h)(m) (Cost $1,359)	$ 1,204		$ 1,316
Fixed-Income Funds - 6.3%
	Shares
Fidelity High Income Central Fund 2 (n)	5,917,450		704,058
Fidelity Mortgage Backed Securities Central Fund (n)	8,468,128		907,191
TOTAL FIXED-INCOME FUNDS (Cost $1,463,078)		1,611,249
Money Market Funds - 3.2%

Fidelity Cash Central Fund, 0.10% (b)	767,836,065		767,836
Fidelity Securities Lending Cash Central Fund, 0.09% (b)(d)	49,876,200		49,876
TOTAL MONEY MARKET FUNDS (Cost $817,712)		817,712
Cash Equivalents - 2.8%
	Maturity Amount (000s)
Investments in repurchase agreements in a joint trading account at 0.05%, dated 2/28/14 due 3/3/14 (Collateralized by U.S. Government Obligations) # (c) (Cost $712,840)	$ 712,843		712,840
TOTAL INVESTMENT PORTFOLIO - 104.1% (Cost $21,604,685)			26,508,229
NET OTHER ASSETS (LIABILITIES) - (4.1)%			(1,045,638)
NET ASSETS - 100%		$ 25,462,591
TBA Sale Commitments
	Principal Amount (000s)		Value (000s)
Fannie Mae
3% 3/1/44	$ (20,000)		$ (19,425)
3% 3/1/44	(3,300)		(3,205)
3.5% 3/1/44	(5,400)		(5,473)
3.5% 3/1/44	(5,400)		(5,473)
3.5% 3/1/44	(6,600)		(6,690)
4% 3/1/44	(5,700)		(5,973)
4% 3/1/44	(8,300)		(8,698)
4% 3/1/44	(3,700)		(3,877)
TOTAL TBA SALE COMMITMENTS (Proceeds $58,481)		$ (58,814)

Futures Contracts
	Expiration Date	Underlying Face Amount at Value (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Purchased
Equity Index Contracts
2,363 CME E-mini S&P 500 Index Contracts (United States)	March 2014	$ 219,475	$ 9,128

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

Swaps
Credit Default Swaps
Underlying Reference	Rating (1)	Expiration Date	Clearinghouse/Counterparty	Fixed Payment Received/ (Paid)	Notional Amount (2) (000s)		Value (1) (000s)	Upfront Premium Received/ (Paid) (000s)	Unrealized Appreciation/(Depreciation)(000s)
Sell Protection
ABX AA 07-1 Index	C	Sep. 2037	Barclays Bank PLC	0.15%		$ 1,199	$ (1,111)	$ 0	$ (1,111)
ABX AA 07-1 Index	C	Sep. 2037	Barclays Bank PLC	0.15%		1,366	(1,265)	0	(1,265)
ABX AA 07-1 Index	C	Sep. 2037	Credit Suisse	0.15%		1,741	(1,613)	0	(1,613)
ABX AA 07-1 Index	C	Sep. 2037	JPMorgan Chase, Inc.	0.15%		1,418	(1,314)	0	(1,314)
ABX AA 07-1 Index	C	Sep. 2037	JPMorgan Chase, Inc.	0.15%		188	(174)	0	(174)
Swaps - continued
Credit Default Swaps
Underlying Reference	Rating (1)	Expiration Date	Clearinghouse/Counterparty	Fixed Payment Received/ (Paid)	Notional Amount (2) (000s)		Value (1) (000s)	Upfront Premium Received/ (Paid) (000s)	Unrealized Appreciation/(Depreciation)(000s)
Sell Protection - continued
ABX AA 07-1 Index	C	Sep. 2037	Morgan Stanley, Inc.	0.15%		$ 1,418	$ (1,314)	$ 0	$ (1,314)
Ameriquest Mortgage Securities Inc Series 2004-R11 Class M9	C	Dec. 2034	Bank of America	4.25%		225	(218)	0	(218)
TOTAL CREDIT DEFAULT SWAPS							$ (7,009)	$ 0	$ (7,009)

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

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

Legend

(a) 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.

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

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

(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 $410,426,000 or 1.6% 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 period end, the value of securities pledged amounted to $10,879,000.

(k) Security or a portion of the security has been segregated as collateral for open bi-lateral over-the-counter (OTC) swaps. At period end, the value of securities pledged amounted to $10,173,000.

(l) Security or a portion of the security has been segregated as collateral for mortgage-backed or asset-backed securities purchased on a delayed delivery or when-issued basis. At period end, the value of securities pledged amounted to $24,000.

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

(n) 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.

(o) 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.

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

(q) 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 $33,881,000 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Legend Pictures LLC	9/23/10	$ 6,428
MongoDB, Inc. Series F, 8.00%	10/2/13	$ 4,704
Xero Ltd.	10/14/13	$ 7,124

* Amount represents less than $1,000.

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

Repurchase Agreement / Counterparty	Value (000s)
$712,840,000 due 3/03/14 at 0.05%
Commerz Markets LLC	$ 706,594
Mizuho Securities USA, Inc.	6,246
	$ 712,840

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	$ 310
Fidelity High Income Central Fund 2	20,766
Fidelity Mortgage Backed Securities Central Fund	12,990
Fidelity Securities Lending Cash Central Fund	134
Total	$ 34,200

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 High Income Central Fund 2	$ 656,337	$ 20,767	$ -	$ 704,058	82.8%
Fidelity Mortgage Backed Securities Central Fund	1,402,181	12,990	530,217	907,191	8.9%
Total	$ 2,058,518	$ 33,757	$ 530,217	$ 1,611,249

Other Information

The following is a summary of the inputs used, as of February 28, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 2,109,721	$ 2,094,267	$ -	$ 15,454
Consumer Staples	1,741,030	1,693,848	47,182	-
Energy	1,757,393	1,757,393	-	-
Financials	2,874,441	2,818,034	56,407	-
Health Care	2,540,772	2,425,561	115,211	-
Industrials	1,863,859	1,863,859	-	-
Information Technology	3,316,329	3,293,032	19,064	4,233
Materials	683,922	683,922	-	-
Telecommunication Services	403,096	340,643	62,453	-
Utilities	565,573	565,573	-	-
Corporate Bonds	2,465,203	-	2,465,203	-
U.S. Government and Government Agency Obligations	1,379,238	-	1,379,238	-
U.S. Government Agency - Mortgage Securities	712,928	-	712,928	-
Asset-Backed Securities	37,353	-	34,101	3,252
Collateralized Mortgage Obligations	63,782	-	63,058	724
Commercial Mortgage Securities	485,198	-	483,860	1,338
Municipal Securities	274,853	-	274,853	-
Foreign Government and Government Agency Obligations	89,434	-	89,434	-
Bank Notes	987	-	987	-
Preferred Securities	1,316	-	1,316	-
Fixed-Income Funds	1,611,249	1,611,249	-	-
Money Market Funds	817,712	817,712	-	-
Cash Equivalents	712,840	-	712,840	-
Total Investments in Securities:	$ 26,508,229	$ 19,965,093	$ 6,518,135	$ 25,001
Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Derivative Instruments:
Assets
Futures Contracts	$ 9,128	$ 9,128	$ -	$ -
Liabilities
Swaps	$ (7,009)	$ -	$ (7,009)	$ -
Total Derivative Instruments:	$ 2,119	$ 9,128	$ (7,009)	$ -
Other Financial Instruments:
TBA Sale Commitments	$ (58,814)	$ -	$ (58,814)	$ -

Value of Derivative Instruments

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

Primary Risk Exposure / Derivative Type (Amounts in thousands)	Value
	Asset	Liability
Credit Risk
Swaps (b)	$ -	$ (7,009)
Equity Risk
Futures Contracts (a)	9,128	-
Total Value of Derivatives	$ 9,128	$ (7,009)

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

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

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	11.9%
AAA,AA,A	4.3%
BBB	8.0%
BB	0.9%
B	1.7%
CCC,CC,C	0.6%
D	0.0%*
Not Rated	0.4%
Equities	70.3%
Short-Term Investments and Net Other Assets	1.9%
	100.0%

* 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	89.0%
United Kingdom	2.2%
Ireland	2.1%
Netherlands	1.1%
Others (Individually Less Than 1%)	5.6%
	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, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $47,891 and repurchase agreements of $712,840) - See accompanying schedule: Unaffiliated issuers (cost $19,323,895)	$ 24,079,268
Fidelity Central Funds (cost $2,280,790)	2,428,961
Total Investments (cost $21,604,685)		$ 26,508,229
Receivable for investments sold, regular delivery		1,231,009
Receivable for TBA sale commitments		58,481
Receivable for swaps		2
Receivable for fund shares sold		22,389
Dividends receivable		29,657
Interest receivable		39,846
Distributions receivable from Fidelity Central Funds		66
Receivable for daily variation margin for derivative instruments		437
Prepaid expenses		38
Receivable from investment adviser for expense reductions		7
Other receivables		1,483
Total assets		27,891,644

Liabilities
Payable to custodian bank	$ 1,588
Payable for investments purchased Regular delivery	1,281,683
Delayed delivery	284,519
TBA sale commitments, at value	58,814
Payable for swaps	250
Payable for fund shares redeemed	20,514
Bi-lateral OTC swaps, at value	7,009
Accrued management fee	8,320
Other affiliated payables	2,572
Other payables and accrued expenses	1,068
Collateral on securities loaned, at value	762,716
Total liabilities		2,429,053

Net Assets		$ 25,462,591
Net Assets consist of:
Paid in capital		$ 19,967,153
Undistributed net investment income		102,573
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		487,551
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		4,905,314
Net Assets		$ 25,462,591

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

Semiannual Report

Statement of Assets and Liabilities - continued

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

Balanced:Net Asset Value, offering price and redemption price per share ($18,446,696 ÷ 793,215 shares)		$ 23.26

Class K: Net Asset Value, offering price and redemption price per share ($7,015,895 ÷ 301,702 shares)		$ 23.25

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

Semiannual Report

Financial Statements - continued

Statement of Operations

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

Investment Income
Dividends		$ 142,947
Interest		91,187
Income from Fidelity Central Funds		34,200
Total income		268,334

Expenses
Management fee	$ 48,437
Transfer agent fees	14,234
Accounting and security lending fees	1,078
Custodian fees and expenses	200
Independent trustees' compensation	50
Registration fees	179
Audit	92
Legal	66
Miscellaneous	80
Total expenses before reductions	64,416
Expense reductions	(330)	64,086
Net investment income (loss)		204,248
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	988,110
Fidelity Central Funds	1,986
Foreign currency transactions	30
Futures contracts	14,159
Swaps	(3,022)
Total net realized gain (loss)		1,001,263
Change in net unrealized appreciation (depreciation) on: Investment securities	1,698,142
Assets and liabilities in foreign currencies	13
Futures contracts	7,359
Swaps	2,997
Delayed delivery commitments	(2,483)
Total change in net unrealized appreciation (depreciation)		1,706,028
Net gain (loss)		2,707,291
Net increase (decrease) in net assets resulting from operations		$ 2,911,539

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended February 28, 2014 (Unaudited)	Year ended August 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 204,248	$ 379,768
Net realized gain (loss)	1,001,263	1,617,924
Change in net unrealized appreciation (depreciation)	1,706,028	309,252
Net increase (decrease) in net assets resulting from operations	2,911,539	2,306,944
Distributions to shareholders from net investment income	(199,330)	(352,712)
Distributions to shareholders from net realized gain	(1,179,420)	-
Total distributions	(1,378,750)	(352,712)
Share transactions - net increase (decrease)	1,257,210	99,632
Total increase (decrease) in net assets	2,789,999	2,053,864

Net Assets
Beginning of period	22,672,592	20,618,728
End of period (including undistributed net investment income of $102,573 and undistributed net investment income of $97,655, respectively)	$ 25,462,591	$ 22,672,592

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

Semiannual Report

Financial Highlights - Balanced

	Six months ended February 28, 2014	Years ended August 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 21.85	$ 19.95	$ 18.17	$ 16.27	$ 15.40	$ 17.71
Income from Investment Operations
Net investment income (loss) ^D	.19	.36	.37	.35	.36	.38
Net realized and unrealized gain (loss)	2.54	1.88	1.76	1.91	.88	(2.29)
Total from investment operations	2.73	2.24	2.13	2.26	1.24	(1.91)
Distributions from net investment income	(.19)	(.34)	(.35)	(.35)	(.36)	(.37)
Distributions from net realized gain	(1.13)	-	-	(.01)	(.01)	(.03)
Total distributions	(1.32)	(.34)	(.35)	(.36)	(.37)	(.40)
Net asset value, end of period	$ 23.26	$ 21.85	$ 19.95	$ 18.17	$ 16.27	$ 15.40
Total Return ^{B, C}	12.96%	11.32%	11.89%	13.88%	8.06%	(10.48)%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.56% ^A	.58%	.60%	.61%	.62%	.68%
Expenses net of fee waivers, if any	.56% ^A	.58%	.60%	.61%	.62%	.68%
Expenses net of all reductions	.56% ^A	.57%	.59%	.60%	.61%	.68%
Net investment income (loss)	1.67% ^A	1.72%	1.98%	1.92%	2.18%	2.78%
Supplemental Data
Net assets, end of period (in millions)	$ 18,447	$ 16,342	$ 15,016	$ 15,602	$ 16,764	$ 17,225
Portfolio turnover rate ^F	158% ^A	244% ^H	155%	193% ^H	122%	198% ^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. Based on their most recent shareholder report date, the expenses of any underlying non-money market Fidelity Central Funds were less than .01%.

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

^G 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, 2014	Years ended August 31,
	(Unaudited)	2013	2012	2011	2010	2009
Selected Per-Share Data
Net asset value, beginning of period	$ 21.85	$ 19.95	$ 18.17	$ 16.27	$ 15.40	$ 17.72
Income from Investment Operations
Net investment income (loss) ^D	.20	.39	.40	.38	.38	.40
Net realized and unrealized gain (loss)	2.53	1.87	1.76	1.90	.88	(2.29)
Total from investment operations	2.73	2.26	2.16	2.28	1.26	(1.89)
Distributions from net investment income	(.20)	(.36)	(.38)	(.38)	(.38)	(.40)
Distributions from net realized gain	(1.13)	-	-	(.01)	(.01)	(.03)
Total distributions	(1.33)	(.36)	(.38)	(.38) ^H	(.39)	(.43)
Net asset value, end of period	$ 23.25	$ 21.85	$ 19.95	$ 18.17	$ 16.27	$ 15.40
Total Return ^{B, C}	12.98%	11.45%	12.03%	14.04%	8.23%	(10.33)%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.46% ^A	.47%	.48%	.48%	.48%	.50%
Expenses net of fee waivers, if any	.46% ^A	.47%	.48%	.48%	.48%	.50%
Expenses net of all reductions	.46% ^A	.46%	.47%	.47%	.47%	.50%
Net investment income (loss)	1.77% ^A	1.83%	2.10%	2.05%	2.32%	2.96%
Supplemental Data
Net assets, end of period (in millions)	$ 7,016	$ 6,330	$ 5,603	$ 4,102	$ 2,692	$ 2,014
Portfolio turnover rate ^F	158% ^A	244% ^I	155%	193% ^I	122%	198% ^I

^A Annualized

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

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

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

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

^H 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.

^I 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, 2014 (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.

2. Investments in Fidelity Central Funds.

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

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

Fidelity Central Fund

Investment
Manager

Investment
Objective

Investment
Practices

Expense Ratio*

Fidelity 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

Less than 0.01%

Semiannual Report

2. Investments in Fidelity Central Funds - continued

Fidelity Central Fund

Investment
Manager

Investment
Objective

Investment
Practices

Expense Ratio*

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

Swaps

Less than 0.01%

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

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 Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest

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Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 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 may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

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3. Significant Accounting Policies - continued

Investment Valuation - continued

valued by pricing vendors who utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. Swaps are marked-to-market daily based on valuations from third party pricing vendors, registered derivatives clearing organizations (clearinghouses) or broker-supplied valuations. These pricing sources may utilize inputs such as interest rate curves, credit spread curves, default possibilities and recovery rates. When independent prices are unavailable or unreliable, debt securities and swaps may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities and swaps are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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, 2014, 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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. 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. 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.

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

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3. Significant Accounting Policies - continued

Deferred Trustee Compensation - continued

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 U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. 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. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to futures contracts, swap agreements, foreign currency transactions, passive foreign investment companies (PFIC), 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	$ 4,952,125
Gross unrealized depreciation	(126,066)
Net unrealized appreciation (depreciation) on securities and other investments	$ 4,826,059

Tax cost	$ 21,682,170

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

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

Semiannual Report

3. Significant Accounting Policies - continued

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

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 as Receivable for TBA sale commitments and TBA sale commitments, at value, respectively.

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.

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 swaps. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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.

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

Semiannual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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 may be 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.

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

Primary Risk Exposure / Derivative Type	Net Realized Gain (Loss)	Change in Net Unrealized Appreciation (Depreciation)
Credit Risk
Swaps	$ (3,022)	$ 2,997
Equity Risk
Futures Contracts	14,159	7,359

Totals (a)	$ 11,137	$ 10,356

(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.

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 daily 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 for derivative instruments 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Futures Contracts - continued

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 and is representative of volume of activity during the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

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

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

Payments are exchanged at specified intervals, accrued daily commencing with the effective date of the contract and recorded as realized gain or (loss). Realized gain or (loss) is also recorded in the event of an early termination of a swap. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on swaps during the period is included in the Statement of Operations.

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

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.

Semiannual Report

4. Derivative Instruments - continued

Credit Default Swaps - continued

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

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

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

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, the investment adviser monitors a variety of factors including cash flow assumptions, market activity and market sentiment as part of its ongoing process of assessing payment/performance risk.

5. Purchases and Sales of Investments.

Purchases and sales of securities (including the Fixed-Income Central Funds), other than short-term securities and U.S. government securities, aggregated $7,118,841 and $7,293,915, respectively.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .15% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annualized management fee rate was .40% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the 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	$ 12,719	.15
Class K	1,515	.05
	$ 14,234

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, 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. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $127 for the period.

Semiannual Report

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $20 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, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is maintained at the Fund's custodian and/or invested in cash equivalents 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 $604. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers, plus any premium payments received for lending certain types of securities. Total security lending income during the period, presented in the Statement of Operations as a component of interest income, amounted to $196. 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 $134 (including $2 from securities loaned to FCM).

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $230 for the period.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $100.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended February 28, 2014	Year ended August 31, 2013
From net investment income
Balanced	$ 141,852	$ 249,039
Class K	57,478	103,673
Total	$ 199,330	$ 352,712
From net realized gain
Balanced	$ 854,324	$ -
Class K	325,096	-
Total	$ 1,179,420	$ -

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended February 28, 2014	Year ended August 31, 2013	Six months ended February 28, 2014	Year ended August 31, 2013
Balanced
Shares sold	67,947	125,541	$ 1,530,129	$ 2,652,879
Reinvestment of distributions	43,758	11,563	956,707	238,686
Shares redeemed	(66,276)	(141,860)	(1,490,896)	(2,965,223)
Net increase (decrease)	45,429	(4,756)	$ 995,940	$ (73,658)
Class K
Shares sold	27,869	69,664	$ 626,501	$ 1,451,163
Reinvestment of distributions	17,506	5,019	382,574	103,673
Shares redeemed	(33,343)	(65,784)	(747,805)	(1,381,546)
Net increase (decrease)	12,032	8,899	$ 261,270	$ 173,290

Semiannual Report

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.

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Fidelity®

Balanced

Fund -
Class K

Semiannual Report

February 28, 2014

(Fidelity Cover Art)

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

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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value September 1, 2013	Ending Account Value February 28, 2014	Expenses Paid During Period* September 1, 2013 to February 28, 2014
Balanced	.56%
Actual		$ 1,000.00	$ 1,129.60	$ 2.96
Hypothetical^A		$ 1,000.00	$ 1,022.02	$ 2.81
Class K	.46%
Actual		$ 1,000.00	$ 1,129.80	$ 2.43
Hypothetical^A		$ 1,000.00	$ 1,022.51	$ 2.31

^A 5% return per year before expenses

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

Semiannual Report

Investment Changes (Unaudited)

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

Top Five Stocks as of February 28, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Google, Inc. Class A	2.1	1.2
Apple, Inc.	2.0	2.4
JPMorgan Chase & Co.	1.5	1.3
Procter & Gamble Co.	1.3	1.4
Bank of America Corp.	1.3	1.2
	8.2
Top Five Bond Issuers as of February 28, 2014
(with maturities greater than one year)	% of fund's net assets	% of fund's net assets 6 months ago
U.S. Treasury Obligations	5.4	6.0
Fannie Mae	4.4	5.1
Freddie Mac	1.0	1.4
Ginnie Mae	0.9	1.7
Verizon Communications, Inc.	0.8	0.1
	12.5
Top Five Market Sectors as of February 28, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	16.5	16.3
Information Technology	13.3	12.9
Health Care	10.5	9.4
Consumer Discretionary	9.4	9.0
Energy	8.3	8.6

Asset Allocation (% of fund's net assets)
As of February 28, 2014*			As of August 31, 2013**
	Stocks and Equity Futures 71.1%			Stocks and Equity Futures 69.1%
	Bonds 27.5%			Bonds 29.7%
	Convertible Securities 0.1%			Convertible Securities 0.1%
	Other Investments 0.3%			Other Investments 0.2%
	Short-Term Investments and Net Other Assets (Liabilities) 1.0%			Short-Term Investments and Net Other Assets (Liabilities) 0.9%
* Foreign investments		11.0%	** Foreign investments		10.0%

bkk668104

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

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

Semiannual Report

Investments February 28, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 70.1%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 8.3%
Automobiles - 0.1%
Tesla Motors, Inc. (a)	86,191		$ 21,100
Diversified Consumer Services - 0.3%
H&R Block, Inc.	2,559,377		80,979
Hotels, Restaurants & Leisure - 1.8%
Extended Stay America, Inc. unit	3,184,512		81,141
McDonald's Corp.	1,457,674		138,698
Wynn Resorts Ltd.	367,682		89,159
Yum! Brands, Inc.	1,877,052		139,052
			448,050
Internet & Catalog Retail - 0.4%
Liberty Interactive Corp. Series A (a)	3,660,635		106,891
Media - 3.3%
Comcast Corp. Class A	600,742		31,052
DIRECTV (a)	1,664,150		129,138
Legend Pictures LLC (a)(p)(q)	8,571		15,454
The Madison Square Garden Co. Class A (a)	1,049,285		59,820
The Walt Disney Co.	2,214,944		178,990
Time Warner, Inc.	2,222,992		149,229
Twenty-First Century Fox, Inc. Class A	5,215,641		174,933
Viacom, Inc. Class B (non-vtg.)	1,320,392		115,838
			854,454
Multiline Retail - 1.1%
Dollar General Corp. (a)	2,121,812		127,097
Target Corp.	2,310,858		144,521
			271,618
Specialty Retail - 0.6%
TJX Companies, Inc.	2,463,433		151,403
Textiles, Apparel & Luxury Goods - 0.7%
Fossil Group, Inc. (a)	500,271		57,486
lululemon athletica, Inc. (a)	889,252		44,738
Oxford Industries, Inc.	280,899		21,983
PVH Corp.	403,536		51,019
			175,226
TOTAL CONSUMER DISCRETIONARY			2,109,721
CONSUMER STAPLES - 6.8%
Beverages - 1.6%
Anheuser-Busch InBev SA NV	245,344		25,662
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Beverages - continued
Coca-Cola Icecek A/S	318,728		$ 6,158
Diageo PLC sponsored ADR	308,187		38,742
Embotelladora Andina SA sponsored ADR	313,242		7,220
Pernod Ricard SA	333,050		39,209
Remy Cointreau SA	421,086		35,745
The Coca-Cola Co.	6,386,261		243,955
			396,691
Food & Staples Retailing - 1.5%
CVS Caremark Corp.	2,247,785		164,403
Kroger Co.	2,876,254		120,630
Sysco Corp.	983,712		35,433
Wal-Mart Stores, Inc.	950,567		71,007
			391,473
Food Products - 0.6%
Bunge Ltd.	437,198		34,805
ConAgra Foods, Inc.	928,681		26,375
Green Mountain Coffee Roasters, Inc.	166,085		18,233
Mead Johnson Nutrition Co. Class A	711,731		58,042
Nestle SA	284,859		21,520
			158,975
Household Products - 1.3%
Procter & Gamble Co.	4,334,893		340,983
Personal Products - 0.1%
Nu Skin Enterprises, Inc. Class A	121,275		10,129
Tobacco - 1.7%
Altria Group, Inc.	3,992,313		144,761
British American Tobacco PLC sponsored ADR	2,376,810		258,573
Philip Morris International, Inc.	276,134		22,342
Souza Cruz SA	940,600		8,159
			433,835
TOTAL CONSUMER STAPLES			1,732,086
ENERGY - 6.9%
Energy Equipment & Services - 1.2%
C&J Energy Services, Inc. (a)(f)	1,139,951		29,468
Cameron International Corp. (a)	995,410		63,766
Dril-Quip, Inc. (a)	226,169		24,327
FMC Technologies, Inc. (a)	891,071		44,767
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Energy Equipment & Services - continued
Halliburton Co.	1,471,711		$ 83,888
Ocean Rig UDW, Inc. (United States) (a)	725,596		12,633
Oceaneering International, Inc.	471,091		33,721
Pacific Drilling SA (a)	1,080,301		11,732
Vantage Drilling Co. (a)	3,446,828		6,032
			310,334
Oil, Gas & Consumable Fuels - 5.7%
Anadarko Petroleum Corp.	1,547,131		130,207
BG Group PLC	1,250,864		22,800
Bill Barrett Corp. (a)	500,234		12,676
Cabot Oil & Gas Corp.	2,062,050		72,172
Carrizo Oil & Gas, Inc. (a)	419,198		20,851
Chevron Corp.	1,258,405		145,132
ConocoPhillips Co.	2,539,975		168,908
Continental Resources, Inc. (a)	460,041		54,984
EOG Resources, Inc.	516,558		97,846
Exxon Mobil Corp.	2,403,778		231,412
Kinder Morgan Holding Co. LLC	1,106,300		35,236
Laredo Petroleum Holdings, Inc. (a)	567,610		14,809
Marathon Oil Corp.	1,969,060		65,964
Noble Energy, Inc.	805,330		55,374
ONEOK, Inc.	651,994		38,559
Peabody Energy Corp.	1,591,708		27,950
Phillips 66 Co.	1,553,317		116,281
Phillips 66 Partners LP	197,098		9,031
Spectra Energy Corp.	1,329,000		49,545
Suncor Energy, Inc. (f)	678,000		22,367
Valero Energy Partners LP	689,931		25,521
Whiting Petroleum Corp. (a)	428,377		29,434
			1,447,059
TOTAL ENERGY			1,757,393
FINANCIALS - 11.3%
Capital Markets - 1.4%
Ameriprise Financial, Inc.	614,462		66,970
BlackRock, Inc. Class A	196,676		59,955
Credit Suisse Group AG	157,852		4,956
E*TRADE Financial Corp. (a)	1,815,649		40,798
Evercore Partners, Inc. Class A	240,700		13,393
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Capital Markets - continued
Invesco Ltd.	1,407,813		$ 48,288
Morgan Stanley	487,855		15,026
Northern Trust Corp.	416,319		25,749
Oaktree Capital Group LLC Class A	668,850		41,255
The Blackstone Group LP	1,114,807		37,179
			353,569
Commercial Banks - 1.9%
Barclays PLC	7,019,296		29,569
Erste Group Bank AG	359,219		12,748
Huntington Bancshares, Inc.	8,287,800		78,983
Mitsubishi UFJ Financial Group, Inc.	3,776,300		21,882
Societe Generale Series A	488,302		32,605
SunTrust Banks, Inc.	1,180,848		44,494
Synovus Financial Corp.	5,151,445		17,927
U.S. Bancorp	5,566,447		229,004
			467,212
Consumer Finance - 1.7%
Capital One Financial Corp.	4,217,101		309,662
Discover Financial Services	789,610		45,308
Santander Consumer U.S.A. Holdings, Inc.	378,800		9,595
SLM Corp.	3,192,234		76,422
			440,987
Diversified Financial Services - 3.9%
Bank of America Corp.	19,406,208		320,785
Berkshire Hathaway, Inc. Class A (a)	81		14,070
Citigroup, Inc.	4,133,112		200,993
IntercontinentalExchange Group, Inc.	280,115		58,499
JPMorgan Chase & Co.	6,743,254		383,152
KBC Ancora (a)	343,174		13,552
McGraw Hill Financial, Inc.	68,100		5,425
			996,476
Insurance - 1.4%
ACE Ltd.	173,482		16,979
Direct Line Insurance Group PLC	9,175,530		40,640
esure Group PLC	2,660,186		12,005
Fairfax Financial Holdings Ltd. (sub. vtg.)	70,800		29,410
Marsh & McLennan Companies, Inc.	1,365,777		65,776
MetLife, Inc.	2,477,047		125,512
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Insurance - continued
The Travelers Companies, Inc.	523,540		$ 43,894
Validus Holdings Ltd.	208,912		7,690
			341,906
Real Estate Investment Trusts - 0.8%
Altisource Residential Corp. Class B	2,073,017		59,247
American Tower Corp.	964,965		78,616
Equity Lifestyle Properties, Inc.	671,549		27,030
Piedmont Office Realty Trust, Inc. Class A	770,838		13,320
Senior Housing Properties Trust (SBI)	176,400		3,934
Sun Communities, Inc.	559,015		25,748
			207,895
Real Estate Management & Development - 0.2%
CBRE Group, Inc. (a)	2,102,403		58,762
Thrifts & Mortgage Finance - 0.0%
Ocwen Financial Corp. (a)	203,894		7,634
TOTAL FINANCIALS			2,874,441
HEALTH CARE - 10.0%
Biotechnology - 2.7%
Actelion Ltd.	303,790		32,210
Alexion Pharmaceuticals, Inc. (a)	636,104		112,463
Amgen, Inc.	1,289,358		159,906
Biogen Idec, Inc. (a)	458,485		156,197
Gilead Sciences, Inc. (a)	2,561,228		212,044
Intercept Pharmaceuticals, Inc. (a)	28,900		11,863
			684,683
Health Care Equipment & Supplies - 1.3%
Boston Scientific Corp. (a)	8,166,002		106,975
Covidien PLC	1,354,944		97,488
Edwards Lifesciences Corp. (a)	286,782		20,006
Quidel Corp. (a)(f)	652,272		18,277
Stryker Corp.	432,317		34,689
The Cooper Companies, Inc.	384,937		49,353
			326,788
Health Care Providers & Services - 1.1%
Brookdale Senior Living, Inc. (a)	680,303		22,817
Cigna Corp.	1,231,360		98,004
HCA Holdings, Inc. (a)	138,479		7,090
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Henry Schein, Inc. (a)	474,104		$ 56,437
McKesson Corp.	617,948		109,408
			293,756
Life Sciences Tools & Services - 0.8%
Illumina, Inc. (a)	421,645		72,308
Thermo Fisher Scientific, Inc.	1,006,497		125,349
			197,657
Pharmaceuticals - 4.1%
AbbVie, Inc.	2,553,868		130,017
Actavis PLC (a)	613,009		135,365
Bristol-Myers Squibb Co.	2,997,441		161,172
Merck & Co., Inc.	807,896		46,042
Mylan, Inc. (a)	365,997		20,338
Perrigo Co. PLC	490,237		80,615
Pfizer, Inc.	6,339,434		203,559
Roche Holding AG (participation certificate)	165,013		50,808
Salix Pharmaceuticals Ltd. (a)	464,684		50,149
Shire PLC	1,164,288		64,403
Valeant Pharmaceuticals International (Canada) (a)	430,383		61,434
Zoetis, Inc. Class A	1,095,626		33,986
			1,037,888
TOTAL HEALTH CARE			2,540,772
INDUSTRIALS - 7.3%
Aerospace & Defense - 1.6%
Honeywell International, Inc.	1,524,309		143,956
TransDigm Group, Inc.	539,869		96,172
United Technologies Corp.	1,425,411		166,802
			406,930
Air Freight & Logistics - 0.4%
FedEx Corp.	751,727		100,228
Commercial Services & Supplies - 0.2%
KAR Auction Services, Inc.	1,419,967		44,246
Electrical Equipment - 2.1%
AMETEK, Inc.	2,547,748		135,642
Eaton Corp. PLC	1,713,818		128,039
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Electrical Equipment - continued
Hubbell, Inc. Class B	961,892		$ 114,985
Roper Industries, Inc.	1,151,539		156,172
			534,838
Industrial Conglomerates - 0.9%
Danaher Corp.	2,939,166		224,817
Machinery - 0.7%
Cummins, Inc.	797,513		116,373
Ingersoll-Rand PLC	1,248,100		76,309
			192,682
Professional Services - 0.5%
Verisk Analytics, Inc. (a)	1,899,405		121,021
Road & Rail - 0.5%
J.B. Hunt Transport Services, Inc.	1,732,995		124,550
Trading Companies & Distributors - 0.4%
W.W. Grainger, Inc.	449,169		114,547
TOTAL INDUSTRIALS			1,863,859
INFORMATION TECHNOLOGY - 13.0%
Communications Equipment - 1.0%
Cisco Systems, Inc.	3,515,799		76,644
Juniper Networks, Inc. (a)	2,120,655		56,706
Polycom, Inc. (a)	825,185		11,024
QUALCOMM, Inc.	1,451,451		109,280
			253,654
Computers & Peripherals - 2.3%
Apple, Inc.	950,902		500,403
Electronics for Imaging, Inc. (a)	406,813		18,144
NCR Corp. (a)	1,770,572		60,288
			578,835
Electronic Equipment & Components - 0.4%
TE Connectivity Ltd.	1,652,865		96,825
Internet Software & Services - 4.5%
ChannelAdvisor Corp. (a)	394,516		17,903
Cvent, Inc.	1,082,646		42,526
Demand Media, Inc. (a)	107,545		522
Demandware, Inc. (a)	124,555		9,355
eBay, Inc. (a)	2,173,021		127,708
Endurance International Group Holdings, Inc. (f)	1,336,183		20,163
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Facebook, Inc. Class A (a)	2,453,507		$ 167,967
Google, Inc. Class A (a)	443,619		539,285
Halogen Software, Inc.	519,800		5,539
Millennial Media, Inc. (a)(f)	534,885		3,231
Millennial Media, Inc. (a)	895,925		4,870
Millennial Media, Inc. (a)	173,845		0
Naver Corp.	52,829		40,472
SPS Commerce, Inc. (a)	20,600		1,397
Tencent Holdings Ltd.	770,000		61,764
Trulia, Inc. (a)(f)	756,920		22,677
Wix.com Ltd. (a)(f)	388,837		12,015
Yahoo!, Inc. (a)	2,029,960		78,499
			1,155,893
IT Services - 0.8%
Cognizant Technology Solutions Corp. Class A (a)	524,111		54,539
Fidelity National Information Services, Inc.	1,463,671		81,395
FleetCor Technologies, Inc. (a)	40,658		5,283
Heartland Payment Systems, Inc.	148,467		6,004
Lionbridge Technologies, Inc. (a)	739,645		5,296
Quindell PLC (a)	33,967,339		19,197
Visa, Inc. Class A	188,322		42,549
			214,263
Semiconductors & Semiconductor Equipment - 0.7%
NXP Semiconductors NV (a)	3,177,024		178,644
Software - 3.3%
Adobe Systems, Inc. (a)	1,023,086		70,194
Aspen Technology, Inc. (a)	284,741		13,369
Autodesk, Inc. (a)	489,700		25,690
CommVault Systems, Inc. (a)	290,109		19,983
Concur Technologies, Inc. (a)(f)	56,957		7,031
Covisint Corp.	369,400		3,971
Electronic Arts, Inc. (a)	3,745,645		107,088
FleetMatics Group PLC (a)	168,000		6,208
Guidewire Software, Inc. (a)	644,431		34,548
Microsoft Corp.	8,239,332		315,649
Oracle Corp.	2,968,825		116,111
Qlik Technologies, Inc. (a)	293,817		8,961
RealPage, Inc. (a)	467,440		8,274
salesforce.com, Inc. (a)	1,018,096		63,499
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Ubisoft Entertainment SA (a)	1,172,613		$ 19,212
Xero Ltd. (q)	468,513		14,194
			833,982
TOTAL INFORMATION TECHNOLOGY			3,312,096
MATERIALS - 2.7%
Chemicals - 2.2%
Airgas, Inc.	1,262,770		136,127
Cabot Corp.	402,788		21,807
Eastman Chemical Co.	694,982		60,762
FMC Corp.	747,673		57,705
LyondellBasell Industries NV Class A	854,622		75,275
Monsanto Co.	834,046		91,762
Potash Corp. of Saskatchewan, Inc.	1,044,785		34,534
Sigma Aldrich Corp.	475,610		44,902
W.R. Grace & Co. (a)	264,001		26,754
			549,628
Construction Materials - 0.2%
Vulcan Materials Co.	772,743		52,492
Containers & Packaging - 0.2%
Graphic Packaging Holding Co. (a)	2,393,377		24,508
Rock-Tenn Co. Class A	353,289		39,434
			63,942
Metals & Mining - 0.1%
Carpenter Technology Corp.	301,948		17,860
TOTAL MATERIALS			683,922
TELECOMMUNICATION SERVICES - 1.6%
Diversified Telecommunication Services - 1.0%
inContact, Inc. (a)	1,324,987		11,951
Verizon Communications, Inc.	4,991,001		237,472
			249,423
Wireless Telecommunication Services - 0.6%
SBA Communications Corp. Class A (a)	450,155		42,841
SoftBank Corp.	824,100		62,453
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - continued
T-Mobile U.S., Inc. (a)	1,081,300		$ 32,980
Vodafone Group PLC sponsored ADR	370,427		15,399
			153,673
TOTAL TELECOMMUNICATION SERVICES			403,096
UTILITIES - 2.2%
Electric Utilities - 0.8%
American Electric Power Co., Inc.	1,023,032		51,356
Duke Energy Corp.	660,120		46,789
Edison International	516,427		27,045
Exelon Corp.	97,100		2,953
NextEra Energy, Inc.	949,100		86,738
			214,881
Gas Utilities - 0.1%
National Fuel Gas Co.	521,189		39,152
Independent Power Producers & Energy Traders - 0.3%
NRG Energy, Inc.	1,667,872		48,485
The AES Corp.	1,363,209		18,608
			67,093
Multi-Utilities - 1.0%
Ameren Corp.	210,328		8,499
CenterPoint Energy, Inc.	1,864,452		44,094
Dominion Resources, Inc.	922,700		64,035
NiSource, Inc.	721,416		25,120
PG&E Corp.	727,029		32,033
Sempra Energy	748,031		70,666
			244,447
TOTAL UTILITIES			565,573
TOTAL COMMON STOCKS (Cost $13,276,259)		17,842,959
Preferred Stocks - 0.1%
	Shares		Value (000s)
Convertible Preferred Stocks - 0.0%
INFORMATION TECHNOLOGY - 0.0%
Software - 0.0%
MongoDB, Inc. Series F, 8.00% (q)	281,270		$ 4,233
Nonconvertible Preferred Stocks - 0.1%
CONSUMER STAPLES - 0.1%
Beverages - 0.1%
Ambev SA sponsored ADR	1,242,225		8,944
TOTAL PREFERRED STOCKS (Cost $9,456)		13,177

Corporate Bonds - 9.7%
	Principal Amount (000s)
Convertible Bonds - 0.0%
ENERGY - 0.0%
Oil, Gas & Consumable Fuels - 0.0%
Cobalt International Energy, Inc. 2.625% 12/1/19	$ 1,740		1,677
Nonconvertible Bonds - 9.7%
CONSUMER DISCRETIONARY - 0.6%
Automobiles - 0.1%
Daimler Finance North America LLC:
1.45% 8/1/16 (g)	4,045		4,083
1.95% 3/28/14 (g)	2,240		2,242
Ford Motor Co. 7.45% 7/16/31	10,420		13,392
Volkswagen International Finance NV:
1.125% 11/18/16 (g)	6,197		6,209
2.375% 3/22/17 (g)	1,830		1,893
			27,819
Diversified Consumer Services - 0.0%
Ingersoll-Rand Global Holding Co. Ltd.:
2.875% 1/15/19 (g)	617		622
4.25% 6/15/23 (g)	4,350		4,466
5.75% 6/15/43 (g)	3,131		3,446
			8,534
Media - 0.5%
Comcast Corp.:
4.95% 6/15/16	955		1,044
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
CONSUMER DISCRETIONARY - continued
Media - continued
Comcast Corp.: - continued
6.4% 5/15/38	$ 3,000		$ 3,705
6.95% 8/15/37	7,200		9,358
COX Communications, Inc. 3.25% 12/15/22 (g)	2,422		2,279
Discovery Communications LLC 5.05% 6/1/20	204		227
NBCUniversal, Inc.:
5.15% 4/30/20	7,276		8,320
6.4% 4/30/40	6,271		7,665
News America Holdings, Inc. 7.75% 12/1/45	9,421		12,957
Thomson Reuters Corp. 1.3% 2/23/17	2,082		2,080
Time Warner Cable, Inc.:
4% 9/1/21	10,989		11,418
4.5% 9/15/42	10,568		9,628
5.5% 9/1/41	20,823		21,592
5.85% 5/1/17	1,829		2,069
5.875% 11/15/40	2,696		2,910
6.75% 7/1/18	1,974		2,327
8.25% 4/1/19	9,025		11,365
Time Warner, Inc. 5.875% 11/15/16	4,882		5,499
Viacom, Inc.:
1.25% 2/27/15	456		459
2.5% 9/1/18	809		826
3.5% 4/1/17	264		281
			116,009
TOTAL CONSUMER DISCRETIONARY			152,362
CONSUMER STAPLES - 0.3%
Beverages - 0.0%
Heineken NV:
1.4% 10/1/17 (g)	3,274		3,267
2.75% 4/1/23 (g)	3,420		3,188
SABMiller Holdings, Inc.:
1.85% 1/15/15 (g)	2,353		2,381
2.45% 1/15/17 (g)	2,353		2,431
			11,267
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
CONSUMER STAPLES - continued
Food & Staples Retailing - 0.0%
CVS Caremark Corp. 2.25% 12/5/18	$ 4,798		$ 4,838
Kroger Co. 3.3% 1/15/21	6,190		6,250
			11,088
Food Products - 0.1%
Cargill, Inc. 6% 11/27/17 (g)	572		659
ConAgra Foods, Inc.:
1.9% 1/25/18	2,279		2,276
3.2% 1/25/23	2,650		2,520
William Wrigley Jr. Co.:
1.4% 10/21/16 (g)	3,710		3,734
2% 10/20/17 (g)	5,313		5,355
			14,544
Tobacco - 0.2%
Altria Group, Inc.:
2.85% 8/9/22	4,604		4,318
4% 1/31/24	3,615		3,616
4.25% 8/9/42	4,604		4,061
9.7% 11/10/18	6,258		8,321
Philip Morris International, Inc. 1.875% 1/15/19	8,065		8,041
Reynolds American, Inc.:
3.25% 11/1/22	3,376		3,210
6.75% 6/15/17	4,975		5,759
7.25% 6/15/37	7,569		9,313
			46,639
TOTAL CONSUMER STAPLES			83,538
ENERGY - 1.2%
Energy Equipment & Services - 0.1%
Cameron International Corp. 1.6% 4/30/15	279		282
DCP Midstream LLC:
4.75% 9/30/21 (g)	6,909		7,106
5.35% 3/15/20 (g)	6,814		7,371
El Paso Pipeline Partners Operating Co. LLC:
4.1% 11/15/15	7,675		8,054
5% 10/1/21	2,791		2,969
6.5% 4/1/20	2,608		3,016
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
ENERGY - continued
Energy Equipment & Services - continued
Noble Holding International Ltd.:
3.05% 3/1/16	$ 914		$ 946
3.45% 8/1/15	1,299		1,343
Transocean, Inc. 5.05% 12/15/16	4,522		4,958
			36,045
Oil, Gas & Consumable Fuels - 1.1%
Anadarko Petroleum Corp.:
5.95% 9/15/16	1,716		1,917
6.375% 9/15/17	15,653		18,127
6.45% 9/15/36	4,710		5,588
Apache Corp. 3.25% 4/15/22	169		171
DCP Midstream Operating LP:
2.5% 12/1/17	3,027		3,104
3.875% 3/15/23	1,823		1,768
4.95% 4/1/22	1,267		1,333
Duke Energy Field Services:
5.375% 10/15/15 (g)	2,055		2,176
6.45% 11/3/36 (g)	6,493		7,034
El Paso Natural Gas Co. 5.95% 4/15/17	1,572		1,774
Enbridge Energy Partners LP 4.2% 9/15/21	8,103		8,408
Encana Holdings Finance Corp. 5.8% 5/1/14	4,858		4,899
Gulfstream Natural Gas System LLC 6.95% 6/1/16 (g)	780		869
Marathon Petroleum Corp.:
3.5% 3/1/16	493		518
5.125% 3/1/21	4,415		4,939
Midcontinent Express Pipeline LLC 5.45% 9/15/14 (g)	7,948		8,081
Motiva Enterprises LLC:
5.75% 1/15/20 (g)	1,252		1,440
6.85% 1/15/40 (g)	4,294		5,488
Nakilat, Inc. 6.067% 12/31/33 (g)	2,490		2,674
Nexen, Inc.:
5.2% 3/10/15	1,528		1,590
6.2% 7/30/19	2,252		2,622
Occidental Petroleum Corp. 2.7% 2/15/23	1,942		1,842
Petrobras Global Finance BV:
3% 1/15/19	29,822		28,450
4.375% 5/20/23	4,137		3,751
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	$ 7,288		$ 7,488
5.375% 1/27/21	4,629		4,641
5.75% 1/20/20	17,949		18,680
7.875% 3/15/19	7,382		8,438
Petroleos Mexicanos:
3.125% 1/23/19 (g)	993		1,015
3.5% 7/18/18	8,047		8,349
3.5% 1/30/23	5,005		4,680
4.875% 1/24/22	1,430		1,494
4.875% 1/18/24	2,251		2,314
4.875% 1/18/24 (g)	4,770		4,884
5.5% 1/21/21	7,423		8,091
5.5% 6/27/44	19,723		18,649
6% 3/5/20	2,274		2,564
6.375% 1/23/45 (g)	7,506		7,905
6.5% 6/2/41	8,420		9,080
Phillips 66 Co.:
1.95% 3/5/15	1,844		1,871
2.95% 5/1/17	1,844		1,940
4.3% 4/1/22	6,383		6,737
5.875% 5/1/42	2,213		2,539
Plains All American Pipeline LP/PAA Finance Corp. 6.125% 1/15/17	1,940		2,201
Southeast Supply Header LLC 4.85% 8/15/14 (g)	1,358		1,381
Spectra Energy Capital, LLC 5.65% 3/1/20	1,087		1,207
Spectra Energy Partners, LP:
2.95% 6/15/16	1,472		1,534
4.6% 6/15/21	1,816		1,955
Suncor Energy, Inc. 6.1% 6/1/18	623		728
Texas Eastern Transmission LP 6% 9/15/17 (g)	1,301		1,469
TransCapitalInvest Ltd. 5.67% 3/5/14 (g)	6,508		6,508
Western Gas Partners LP 5.375% 6/1/21	9,827		10,610
Williams Partners LP 4.3% 3/4/24	4,754		4,764
			272,279
TOTAL ENERGY			308,324
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - 4.9%
Capital Markets - 0.6%
Affiliated Managers Group, Inc. 4.25% 2/15/24	$ 2,464		$ 2,485
Bear Stearns Companies, Inc. 5.3% 10/30/15	1,060		1,137
Goldman Sachs Group, Inc.:
1.748% 9/15/17	24,600		24,600
2.625% 1/31/19	12,560		12,632
2.9% 7/19/18	10,319		10,605
5.95% 1/18/18	5,343		6,104
6.15% 4/1/18	3,993		4,602
JPMorgan Chase & Co. 1.125% 2/26/16	16,826		16,926
Lazard Group LLC:
4.25% 11/14/20	3,149		3,314
6.85% 6/15/17	6,480		7,406
Merrill Lynch & Co., Inc. 6.4% 8/28/17	5,074		5,870
Morgan Stanley:
2.125% 4/25/18	18,100		18,204
2.5% 1/24/19	9,400		9,439
4% 7/24/15	1,373		1,432
4.875% 11/1/22	8,068		8,516
5% 11/24/25	1,058		1,099
5.375% 10/15/15	17,634		18,905
5.625% 9/23/19	547		628
5.95% 12/28/17	301		345
6.625% 4/1/18	1,804		2,123
State Street Corp. 3.1% 5/15/23	7,500		7,166
			163,538
Commercial Banks - 1.3%
Associated Banc Corp. 5.125% 3/28/16	2,238		2,384
Bank of America NA:
1.125% 11/14/16	13,000		13,015
5.3% 3/15/17	16,651		18,451
BB&T Corp. 3.95% 3/22/22	1,805		1,854
Capital One Bank NA 1.15% 11/21/16	4,351		4,356
Comerica Bank 5.7% 6/1/14	613		620
Comerica, Inc. 4.8% 5/1/15	1,223		1,278
Credit Suisse AG 6% 2/15/18	17,158		19,862
Credit Suisse New York Branch 5.4% 1/14/20	1,450		1,633
Discover Bank:
4.2% 8/8/23	4,416		4,532
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Commercial Banks - continued
Discover Bank: - continued
7% 4/15/20	$ 4,144		$ 4,926
8.7% 11/18/19	745		939
Fifth Third Bancorp:
3.5% 3/15/22	638		643
4.5% 6/1/18	584		638
5.45% 1/15/17	4,032		4,476
Fifth Third Bank 1.15% 11/18/16	12,566		12,626
HBOS PLC 6.75% 5/21/18 (g)	560		638
Huntington Bancshares, Inc. 7% 12/15/20	3,353		4,031
Huntington National Bank:
1.3% 11/20/16	4,131		4,153
2.2% 4/1/19	3,200		3,197
Intesa Sanpaolo SpA:
2.375% 1/13/17	18,700		18,746
3.125% 1/15/16	20,275		20,807
KeyBank NA:
5.45% 3/3/16	3,278		3,575
5.8% 7/1/14	9,872		10,042
KeyCorp. 5.1% 3/24/21	628		705
Marshall & Ilsley Bank:
4.85% 6/16/15	5,313		5,572
5% 1/17/17	10,492		11,402
Regions Bank:
6.45% 6/26/37	12,100		13,393
7.5% 5/15/18	10,717		12,760
Regions Financial Corp.:
2% 5/15/18	7,953		7,833
5.75% 6/15/15	1,528		1,615
7.75% 11/10/14	7,190		7,541
Royal Bank of Scotland Group PLC:
6% 12/19/23	8,349		8,597
6.1% 6/10/23	8,213		8,527
6.125% 12/15/22	39,429		41,389
Sumitomo Mitsui Banking Corp.:
1.3% 1/10/17	6,500		6,537
2.45% 1/10/19	7,500		7,617
SunTrust Banks, Inc.:
2.35% 11/1/18	3,112		3,139
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Commercial Banks - continued
SunTrust Banks, Inc.: - continued
3.5% 1/20/17	$ 4,862		$ 5,155
UnionBanCal Corp. 3.5% 6/18/22	969		987
Wachovia Bank NA 6% 11/15/17	8,083		9,364
Wells Fargo & Co. 4.48% 1/16/24	6,481		6,783
			316,338
Consumer Finance - 0.6%
American Express Credit Corp.:
1.3% 7/29/16	6,246		6,311
2.8% 9/19/16	626		655
Discover Financial Services:
3.85% 11/21/22	2,701		2,665
5.2% 4/27/22	2,488		2,680
6.45% 6/12/17	13,316		15,093
Ford Motor Credit Co. LLC:
1.5% 1/17/17	4,067		4,072
2.5% 1/15/16	16,000		16,447
2.875% 10/1/18	11,000		11,292
3% 6/12/17	6,246		6,504
4.375% 8/6/23	15,332		15,895
General Electric Capital Corp.:
1.5% 7/12/16	23,000		23,390
2.3% 1/14/19	28,210		28,705
4.625% 1/7/21	849		942
HSBC U.S.A., Inc. 2.625% 9/24/18	3,192		3,280
Hyundai Capital America:
1.45% 2/6/17 (g)	6,312		6,309
1.625% 10/2/15 (g)	2,131		2,153
1.875% 8/9/16 (g)	1,605		1,629
2.125% 10/2/17 (g)	2,357		2,382
2.55% 2/6/19 (g)	6,671		6,711
2.875% 8/9/18 (g)	2,848		2,918
			160,033
Diversified Financial Services - 0.8%
Bank of America Corp.:
1.35% 11/21/16	5,398		5,409
2.6% 1/15/19	43,489		44,025
3.875% 3/22/17	944		1,013
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Diversified Financial Services - continued
Bank of America Corp.: - continued
6.5% 8/1/16	$ 1,220		$ 1,374
Barclays Bank PLC 2.5% 2/20/19	4,000		4,043
BP Capital Markets PLC:
3.814% 2/10/24	6,121		6,191
4.5% 10/1/20	1,336		1,470
4.742% 3/11/21	6,000		6,691
Citigroup, Inc.:
1.3% 11/15/16	9,663		9,688
1.7% 7/25/16	9,000		9,122
4.45% 1/10/17	15,842		17,216
4.75% 5/19/15	7,695		8,062
5.5% 9/13/25	2,487		2,682
Five Corners Funding Trust 4.419% 11/15/23 (g)	9,345		9,540
JPMorgan Chase & Co.:
2.35% 1/28/19	49,249		49,453
3.15% 7/5/16	1,641		1,725
JPMorgan Chase Bank 6% 10/1/17	2,460		2,829
RBS Citizens Financial Group, Inc. 4.15% 9/28/22 (g)	6,485		6,460
TECO Finance, Inc.:
4% 3/15/16	1,828		1,939
5.15% 3/15/20	164		183
			189,115
Insurance - 0.6%
American International Group, Inc.:
2.375% 8/24/15	16,000		16,346
3.8% 3/22/17	6,043		6,492
4.875% 9/15/16	2,262		2,477
4.875% 6/1/22	4,860		5,344
5.6% 10/18/16	5,560		6,181
Aon Corp.:
3.125% 5/27/16	4,743		4,961
3.5% 9/30/15	4,875		5,071
5% 9/30/20	129		145
Aon PLC 4.45% 5/24/43	7,000		6,643
Axis Capital Holdings Ltd. 5.75% 12/1/14	452		469
Great-West Life & Annuity Insurance Co. 7.153% 5/16/46 (g)(m)	2,508		2,583
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Insurance - continued
Hartford Financial Services Group, Inc.:
4% 10/15/17	$ 1,308		$ 1,415
5.125% 4/15/22	1,066		1,191
5.375% 3/15/17	685		763
Liberty Mutual Group, Inc.:
4.25% 6/15/23 (g)	6,498		6,481
5% 6/1/21 (g)	8,525		9,108
6.5% 3/15/35 (g)	1,315		1,507
Marsh & McLennan Companies, Inc. 4.8% 7/15/21	5,569		6,078
Massachusetts Mutual Life Insurance Co. 5.375% 12/1/41 (g)	3,576		3,898
MetLife, Inc. 6.75% 6/1/16	5,158		5,826
Metropolitan Life Global Funding I 1.875% 6/22/18 (g)	7,500		7,468
Northwestern Mutual Life Insurance Co. 6.063% 3/30/40 (g)	4,915		5,886
Pacific Life Insurance Co. 9.25% 6/15/39 (g)	3,967		5,780
Pacific LifeCorp:
5.125% 1/30/43 (g)	7,709		7,527
6% 2/10/20 (g)	9,721		11,073
Prudential Financial, Inc.:
2.3% 8/15/18	888		897
4.5% 11/16/21	1,764		1,928
7.375% 6/15/19	2,520		3,135
Symetra Financial Corp. 6.125% 4/1/16 (g)	8,408		8,984
Unum Group:
5.625% 9/15/20	3,860		4,302
5.75% 8/15/42	8,065		8,676
7.125% 9/30/16	2,076		2,373
			161,008
Real Estate Investment Trusts - 0.5%
Alexandria Real Estate Equities, Inc. 4.6% 4/1/22	2,035		2,109
American Campus Communities Operating Partnership LP 3.75% 4/15/23	1,759		1,686
AvalonBay Communities, Inc. 3.625% 10/1/20	2,800		2,898
Boston Properties, Inc. 3.85% 2/1/23	8,081		8,120
BRE Properties, Inc. 5.5% 3/15/17	3,921		4,337
Camden Property Trust:
2.95% 12/15/22	2,417		2,278
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
Camden Property Trust: - continued
4.25% 1/15/24	$ 5,167		$ 5,288
Developers Diversified Realty Corp.:
4.625% 7/15/22	4,470		4,692
4.75% 4/15/18	6,131		6,674
7.5% 4/1/17	6,446		7,506
9.625% 3/15/16	1,851		2,151
Duke Realty LP:
3.625% 4/15/23	3,152		3,006
3.875% 10/15/22	5,452		5,342
4.375% 6/15/22	3,753		3,835
5.5% 3/1/16	3,075		3,332
6.75% 3/15/20	1,339		1,576
8.25% 8/15/19	2,643		3,309
Equity One, Inc.:
3.75% 11/15/22	8,200		7,878
5.375% 10/15/15	948		1,013
6% 9/15/17	876		982
6.25% 1/15/17	663		740
Federal Realty Investment Trust:
5.9% 4/1/20	1,971		2,299
6.2% 1/15/17	501		566
HCP, Inc.:
3.15% 8/1/22	7,000		6,683
3.75% 2/1/16	3,426		3,613
4.25% 11/15/23	5,582		5,711
Health Care REIT, Inc.:
2.25% 3/15/18	2,600		2,621
4.125% 4/1/19	13,700		14,625
4.7% 9/15/17	843		927
HRPT Properties Trust:
5.75% 11/1/15	1,731		1,795
6.25% 6/15/17	996		1,078
6.65% 1/15/18	676		744
Retail Opportunity Investments Partnership LP 5% 12/15/23	1,140		1,182
Simon Property Group LP:
2.2% 2/1/19	5,936		5,960
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Investment Trusts - continued
Simon Property Group LP: - continued
2.8% 1/30/17	$ 82		$ 86
Weingarten Realty Investors 3.375% 10/15/22	1,228		1,165
			127,807
Real Estate Management & Development - 0.5%
BioMed Realty LP:
3.85% 4/15/16	8,775		9,241
4.25% 7/15/22	2,970		2,959
6.125% 4/15/20	2,611		2,974
Brandywine Operating Partnership LP:
3.95% 2/15/23	7,304		7,140
4.95% 4/15/18	3,461		3,749
5.7% 5/1/17	309		340
6% 4/1/16	2,770		3,016
7.5% 5/15/15	776		835
Digital Realty Trust LP:
4.5% 7/15/15	3,650		3,791
5.25% 3/15/21	4,138		4,373
ERP Operating LP 5.75% 6/15/17	2,042		2,319
Liberty Property LP:
3.375% 6/15/23	3,313		3,121
4.125% 6/15/22	3,219		3,261
4.75% 10/1/20	8,747		9,368
5.125% 3/2/15	1,672		1,741
5.5% 12/15/16	2,529		2,793
Mack-Cali Realty LP:
2.5% 12/15/17	4,556		4,608
3.15% 5/15/23	7,438		6,686
4.5% 4/18/22	2,016		2,042
7.75% 8/15/19	2,476		2,981
Mid-America Apartments LP 4.3% 10/15/23	1,248		1,262
Post Apartment Homes LP 3.375% 12/1/22	1,364		1,291
Prime Property Funding, Inc.:
5.125% 6/1/15 (g)	2,812		2,935
5.7% 4/15/17 (g)	4,226		4,585
Reckson Operating Partnership LP 6% 3/31/16	1,949		2,124
Regency Centers LP:
4.95% 4/15/14	494		496
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - continued
Real Estate Management & Development - continued
Regency Centers LP: - continued
5.25% 8/1/15	$ 3,893		$ 4,116
5.875% 6/15/17	1,771		1,983
Tanger Properties LP:
3.875% 12/1/23	2,716		2,718
6.125% 6/1/20	9,597		11,238
Ventas Realty LP 1.55% 9/26/16	1,068		1,080
Ventas Realty LP/Ventas Capital Corp.:
2% 2/15/18	4,056		4,065
4% 4/30/19	1,999		2,138
			117,369
TOTAL FINANCIALS			1,235,208
HEALTH CARE - 0.3%
Biotechnology - 0.1%
Amgen, Inc.:
3.875% 11/15/21	1,808		1,900
5.15% 11/15/41	17,224		18,039
			19,939
Health Care Providers & Services - 0.1%
Aetna, Inc. 2.75% 11/15/22	3,213		3,033
Coventry Health Care, Inc.:
5.95% 3/15/17	1,413		1,597
6.3% 8/15/14	2,925		2,999
Express Scripts Holding Co.:
3.9% 2/15/22	1,915		1,971
4.75% 11/15/21	17,355		18,862
Express Scripts, Inc. 3.125% 5/15/16	332		347
Medco Health Solutions, Inc.:
2.75% 9/15/15	4,158		4,281
4.125% 9/15/20	5,031		5,361
WellPoint, Inc. 1.875% 1/15/18	195		195
			38,646
Life Sciences Tools & Services - 0.0%
Thermo Fisher Scientific, Inc.:
1.3% 2/1/17	1,745		1,745
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
HEALTH CARE - continued
Life Sciences Tools & Services - continued
Thermo Fisher Scientific, Inc.: - continued
2.4% 2/1/19	$ 1,100		$ 1,102
4.15% 2/1/24	1,690		1,738
			4,585
Pharmaceuticals - 0.1%
AbbVie, Inc. 1.75% 11/6/17	6,470		6,517
Mylan, Inc. 1.35% 11/29/16	2,039		2,048
Perrigo Co. PLC:
1.3% 11/8/16 (g)	1,664		1,666
2.3% 11/8/18 (g)	1,780		1,783
Watson Pharmaceuticals, Inc. 1.875% 10/1/17	2,149		2,149
Zoetis, Inc.:
1.875% 2/1/18	992		995
3.25% 2/1/23	2,418		2,333
			17,491
TOTAL HEALTH CARE			80,661
INDUSTRIALS - 0.3%
Aerospace & Defense - 0.1%
BAE Systems Holdings, Inc.:
4.95% 6/1/14 (g)	2,021		2,042
6.375% 6/1/19 (g)	5,000		5,854
			7,896
Airlines - 0.1%
American Airlines pass-thru trust Series 2013-2 Class A, 4.95% 7/15/24 (g)	12,130		13,003
Continental Airlines, Inc.:
6.648% 3/15/19	2,838		3,001
6.9% 7/2/19	824		893
U.S. Airways pass-thru trust certificates:
6.85% 1/30/18	1,936		2,071
8.36% 1/20/19	1,508		1,681
			20,649
Road & Rail - 0.1%
Burlington Northern Santa Fe LLC:
4.4% 3/15/42	11,995		11,393
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
INDUSTRIALS - continued
Road & Rail - continued
Burlington Northern Santa Fe LLC: - continued
4.45% 3/15/43	$ 6,000		$ 5,732
5.05% 3/1/41	8,624		9,036
Norfolk Southern Corp. 3.85% 1/15/24	6,230		6,378
			32,539
TOTAL INDUSTRIALS			61,084
INFORMATION TECHNOLOGY - 0.1%
Electronic Equipment & Components - 0.0%
Tyco Electronics Group SA:
1.6% 2/3/15	188		190
2.375% 12/17/18	1,262		1,257
6.55% 10/1/17	1,119		1,300
			2,747
IT Services - 0.1%
The Western Union Co. 2.375% 12/10/15	155		159
Xerox Corp.:
1.0559% 5/16/14 (m)	10,110		10,120
2.95% 3/15/17	1,143		1,197
4.25% 2/15/15	1,302		1,346
			12,822
TOTAL INFORMATION TECHNOLOGY			15,569
MATERIALS - 0.1%
Chemicals - 0.0%
Ecolab, Inc. 1.45% 12/8/17	3,459		3,433
Construction Materials - 0.0%
CRH America, Inc. 6% 9/30/16	3,083		3,431
Metals & Mining - 0.1%
Anglo American Capital PLC 9.375% 4/8/14 (g)	3,112		3,136
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
MATERIALS - continued
Metals & Mining - continued
Corporacion Nacional del Cobre de Chile (Codelco):
3.875% 11/3/21 (g)	$ 8,722		$ 8,788
4.5% 8/13/23 (g)	8,000		8,293
			20,217
TOTAL MATERIALS			27,081
TELECOMMUNICATION SERVICES - 1.0%
Diversified Telecommunication Services - 1.0%
AT&T, Inc.:
2.375% 11/27/18	6,500		6,580
2.4% 8/15/16	355		367
BellSouth Capital Funding Corp. 7.875% 2/15/30	61		75
CenturyLink, Inc.:
5.15% 6/15/17	487		522
6% 4/1/17	3,467		3,831
6.15% 9/15/19	4,463		4,798
Embarq Corp.:
7.082% 6/1/16	4,190		4,692
7.995% 6/1/36	30,501		32,513
Verizon Communications, Inc.:
2.5% 9/15/16	80,969		84,032
3.65% 9/14/18	30,250		32,237
6.25% 4/1/37	4,611		5,356
6.4% 9/15/33	6,073		7,223
6.55% 9/15/43	61,223		74,966
			257,192
Wireless Telecommunication Services - 0.0%
America Movil S.A.B. de CV:
2.375% 9/8/16	371		383
3.625% 3/30/15	3,102		3,195
			3,578
TOTAL TELECOMMUNICATION SERVICES			260,770
UTILITIES - 0.9%
Electric Utilities - 0.6%
AmerenUE 6.4% 6/15/17	1,518		1,755
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	$ 2,632		$ 2,632
2.95% 12/15/22	2,492		2,388
Duke Capital LLC 5.668% 8/15/14	3,457		3,536
Duquesne Light Holdings, Inc.:
5.9% 12/1/21 (g)	5,539		6,310
6.4% 9/15/20 (g)	11,856		13,854
Edison International 3.75% 9/15/17	4,499		4,825
FirstEnergy Corp.:
2.75% 3/15/18	5,228		5,270
4.25% 3/15/23	18,648		18,299
7.375% 11/15/31	32,500		37,425
FirstEnergy Solutions Corp. 6.05% 8/15/21	12,120		13,374
Indiana Michigan Power Co. 3.2% 3/15/23	5,866		5,684
LG&E and KU Energy LLC:
2.125% 11/15/15	5,251		5,353
3.75% 11/15/20	1,034		1,075
Monongahela Power Co. 4.1% 4/15/24 (g)	2,238		2,316
Nevada Power Co. 6.5% 8/1/18	2,642		3,148
NextEra Energy Capital Holdings, Inc. 1.611% 6/1/14	619		621
Northeast Utilities:
1.45% 5/1/18	1,676		1,640
2.8% 5/1/23	7,613		7,179
NV Energy, Inc. 6.25% 11/15/20	1,957		2,309
Pennsylvania Electric Co. 6.05% 9/1/17	618		687
Pepco Holdings, Inc. 2.7% 10/1/15	5,263		5,390
PPL Capital Funding, Inc. 3.4% 6/1/23	3,630		3,500
Progress Energy, Inc. 4.4% 1/15/21	405		436
West Penn Power Co. 5.95% 12/15/17 (g)	6,500		7,461
			156,467
Gas Utilities - 0.0%
Southern Natural Gas Co. 5.9% 4/1/17 (g)	357		403
Southern Natural Gas Co./Southern Natural Issuing Corp. 4.4% 6/15/21	2,473		2,621
			3,024
Independent Power Producers & Energy Traders - 0.0%
PSEG Power LLC 2.75% 9/15/16	1,703		1,779
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
UTILITIES - continued
Multi-Utilities - 0.3%
Ameren Illinois Co. 6.125% 11/15/17	$ 333		$ 386
Dominion Resources, Inc.:
1.95% 8/15/16	246		252
2.5469% 9/30/66 (m)	17,454		16,120
7.5% 6/30/66 (m)	5,485		5,951
MidAmerican Energy Holdings, Co.:
2% 11/15/18 (g)	6,853		6,825
6.5% 9/15/37	3,287		4,105
National Grid PLC 6.3% 8/1/16	973		1,092
NiSource Finance Corp.:
4.45% 12/1/21	2,934		3,107
5.25% 9/15/17	1,414		1,584
5.4% 7/15/14	7,266		7,392
5.45% 9/15/20	6,455		7,329
6.4% 3/15/18	3,029		3,541
6.8% 1/15/19	4,065		4,864
PG&E Corp. 2.4% 3/1/19	931		933
Puget Energy, Inc. 6% 9/1/21	813		938
Sempra Energy:
2% 3/15/14	2,355		2,356
2.875% 10/1/22	6,192		5,892
Wisconsin Energy Corp. 6.25% 5/15/67 (m)	4,882		4,992
			77,659
TOTAL UTILITIES			238,929
TOTAL NONCONVERTIBLE BONDS			2,463,526
TOTAL CORPORATE BONDS (Cost $2,367,403)		2,465,203
U.S. Treasury Obligations - 5.4%

U.S. Treasury Bills, yield at date of purchase 0.03% to 0.05% 4/17/14 to 5/29/14 (j)	12,870		12,869
U.S. Treasury Bonds:
3.625% 2/15/44	10,440		10,505
3.75% 11/15/43 (l)	96,425		99,318
U.S. Treasury Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Treasury Notes:
0.375% 1/31/16 (f)	$ 377,129		$ 377,659
1.5% 1/31/19 (f)(k)	838,978		839,359
2.75% 11/15/23	39,112		39,528
TOTAL U.S. TREASURY OBLIGATIONS (Cost $1,371,052)		1,379,238
U.S. Government Agency - Mortgage Securities - 2.8%

Fannie Mae - 2.6%
2.303% 6/1/36 (m)	156		164
2.5% 5/1/28 to 11/1/28	6,474		6,518
2.5% 3/1/29 (i)	8,400		8,442
2.5% 3/1/29 (i)	12,300		12,361
2.5% 3/1/44 (i)	2,200		2,045
2.5% 3/1/44 (i)	1,000		930
2.643% 7/1/37 (m)	339		360
3% 10/1/42 to 10/1/43	77,679		75,540
3% 3/1/44 (i)	10,300		10,003
3% 3/1/44 (i)	3,300		3,205
3% 3/1/44 (i)	3,300		3,205
3.5% 1/1/34 to 1/1/44	246,695		247,366
3.5% 3/1/44 (i)	47,200		47,841
3.5% 3/1/44 (i)	5,400		5,473
3.5% 3/1/44 (i)	5,400		5,473
3.5% 3/1/44 (i)	15,000		15,204
4% 2/1/35 to 1/1/44	38,199		40,121
4% 3/1/44 (i)	5,000		5,240
4% 3/1/44 (i)	7,300		7,650
4% 3/1/44 (i)	6,200		6,497
4% 3/1/44 (i)	17,700		18,549
4% 3/1/44 (i)	3,300		3,458
4.5% 12/1/23 to 7/1/41	7,161		7,700
4.5% 3/1/44 (i)	33,800		36,302
4.5% 3/1/44 (i)	12,200		13,103
5% 3/1/44 (i)	27,800		30,448
5% 3/1/44 (i)	2,500		2,738
5.5% 9/1/24	3,617		3,938
5.5% 3/1/44 (i)	17,750		19,585
5.5% 3/1/44 (i)	6,700		7,393
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Fannie Mae - continued
6% 6/1/35 to 8/1/37	$ 6,537		$ 7,295
6.5% 7/1/32 to 8/1/36	1,270		1,437
TOTAL FANNIE MAE			655,584
Freddie Mac - 0.1%
3.064% 10/1/35 (m)	211		224
3.5% 6/1/42 to 10/1/43	17,368		17,382
4% 6/1/24 to 9/1/25	1,779		1,898
4.5% 7/1/25 to 12/1/40	752		806
5% 3/1/19	1,825		1,933
5.5% 1/1/34 to 3/1/40	1,374		1,517
6% 7/1/37 to 8/1/37	458		508
6.5% 3/1/36	920		1,053
TOTAL FREDDIE MAC			25,321
Ginnie Mae - 0.1%
4% 3/1/44 (i)	10,600		11,239
4% 3/1/44 (i)	3,000		3,181
4% 3/1/44 (i)	3,700		3,923
5% 3/1/44 (i)	1,600		1,758
5.5% 12/15/31 to 1/15/39	3,169		3,555
6% 2/15/34	7,266		8,367
TOTAL GINNIE MAE			32,023
TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES (Cost $711,202)		712,928
Asset-Backed Securities - 0.1%

Accredited Mortgage Loan Trust Series 2005-1 Class M1, 0.6255% 4/25/35 (m)	729		646
ACE Securities Corp. Home Equity Loan Trust Series 2004-HE1 Class M2, 1.8055% 3/25/34 (m)	348		323
AmeriCredit Auto Receivables Trust Series 2013-4:
Class C, 2.72% 9/9/19	1,410		1,445
Class D, 3.31% 10/8/19	880		915
Ameriquest Mortgage Securities, Inc. pass-thru certificates:
Series 2003-10 Class M1, 1.2055% 12/25/33 (m)	65		59
Asset-Backed Securities - continued
	Principal Amount (000s)		Value (000s)
Ameriquest Mortgage Securities, Inc. pass-thru certificates: - continued
Series 2004-R2 Class M3, 0.9805% 4/25/34 (m)	$ 99		$ 53
Series 2005-R2 Class M1, 0.6055% 4/25/35 (m)	1,158		1,146
Argent Securities, Inc. pass-thru certificates:
Series 2003-W7 Class A2, 0.9355% 3/25/34 (m)	53		49
Series 2004-W11 Class M2, 1.2055% 11/25/34 (m)	616		558
Series 2004-W7 Class M1, 0.9805% 5/25/34 (m)	1,600		1,475
Series 2006-W4 Class A2C, 0.3155% 5/25/36 (m)	1,333		416
Asset Backed Securities Corp. Home Equity Loan Trust:
Series 2004-HE2 Class M1, 0.9805% 4/25/34 (m)	2,206		2,065
Series 2006-HE2 Class M1, 0.5255% 3/25/36 (m)	30		0*
Capital Trust Ltd. Series 2004-1 Class C, 1.254% 7/20/39 (g)(m)	165		66
Carrington Mortgage Loan Trust Series 2007-RFC1 Class A3, 0.2955% 12/25/36 (m)	1,978		1,144
CFC LLC Series 2013-1A Class A, 1.65% 7/17/17 (g)	987		988
Countrywide Home Loans, Inc.:
Series 2004-3 Class M4, 1.6105% 4/25/34 (m)	101		79
Series 2004-4 Class M2, 0.9505% 6/25/34 (m)	451		425
Series 2004-7 Class AF5, 5.37% 1/25/35	2,294		2,415
Fannie Mae Series 2004-T5 Class AB3, 0.9224% 5/28/35 (m)	43		39
Fieldstone Mortgage Investment Corp. Series 2004-3 Class M5, 2.3305% 8/25/34 (m)	319		254
First Franklin Mortgage Loan Trust Series 2004-FF2 Class M3, 0.9805% 3/25/34 (m)	17		15
Fremont Home Loan Trust Series 2005-A:
Class M3, 0.8905% 1/25/35 (m)	1,041		851
Class M4, 1.1755% 1/25/35 (m)	381		152
GCO Education Loan Funding Master Trust II Series 2007-1A Class C1L, 0.6149% 2/25/47 (g)(m)	3,122		2,595
GE Business Loan Trust:
Series 2003-1 Class A, 0.5845% 4/15/31 (g)(m)	63		60
Series 2006-2A:
Class A, 0.3345% 11/15/34 (g)(m)	1,102		1,011
Class B, 0.4345% 11/15/34 (g)(m)	398		337
Class C, 0.5345% 11/15/34 (g)(m)	661		557
Class D, 0.9045% 11/15/34 (g)(m)	251		210
Guggenheim Structured Real Estate Funding Ltd. Series 2006-3 Class C, 0.7055% 9/25/46 (g)(m)	738		738
Home Equity Asset Trust:
Series 2003-2 Class M1, 1.4755% 8/25/33 (m)	323		309
Asset-Backed Securities - continued
	Principal Amount (000s)		Value (000s)
Home Equity Asset Trust: - continued
Series 2003-3 Class M1, 1.4455% 8/25/33 (m)	$ 588		$ 550
Series 2003-5 Class A2, 0.8555% 12/25/33 (m)	36		34
HSI Asset Securitization Corp. Trust Series 2007-HE1 Class 2A3, 0.3455% 1/25/37 (m)	1,642		811
JPMorgan Mortgage Acquisition Trust:
Series 2006-NC2 Class M2, 0.4555% 7/25/36 (m)	3,185		158
Series 2007-CH1 Class AV4, 0.2855% 11/25/36 (m)	1,475		1,455
KeyCorp Student Loan Trust:
Series 1999-A Class A2, 0.5759% 12/27/29 (m)	346		342
Series 2006-A Class 2C, 1.3959% 3/27/42 (m)	2,909		460
MASTR Asset Backed Securities Trust Series 2007-HE1 Class M1, 0.4555% 5/25/37 (m)	527		4
Meritage Mortgage Loan Trust Series 2004-1 Class M1, 0.9055% 7/25/34 (m)	137		118
Merrill Lynch Mortgage Investors Trust:
Series 2003-OPT1 Class M1, 1.1305% 7/25/34 (m)	506		434
Series 2006-FM1 Class A2B, 0.2655% 4/25/37 (m)	818		796
Series 2006-OPT1 Class A1A, 0.6755% 6/25/35 (m)	2,339		2,221
Morgan Stanley ABS Capital I Trust:
Series 2004-HE6 Class A2, 0.8355% 8/25/34 (m)	63		63
Series 2005-NC1 Class M1, 0.8155% 1/25/35 (m)	439		405
Series 2005-NC2 Class B1, 1.3255% 3/25/35 (m)	268		129
New Century Home Equity Loan Trust Series 2005-4 Class M2, 0.6655% 9/25/35 (m)	1,566		1,313
Ocala Funding LLC:
Series 2005-1A Class A, 1.654% 3/20/10 (e)(g)(m)	621		0
Series 2006-1A Class A, 1.554% 3/20/11 (e)(g)(m)	1,290		0
Park Place Securities, Inc.:
Series 2004-WCW1:
Class M3, 1.4055% 9/25/34 (m)	585		523
Class M4, 1.6055% 9/25/34 (m)	750		422
Series 2005-WCH1 Class M4, 0.9855% 1/25/36 (m)	1,620		1,331
Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 0.9555% 4/25/33 (m)	6		5
Saxon Asset Securities Trust Series 2004-1 Class M1, 0.9505% 3/25/35 (m)	1,115		940
SLM Private Credit Student Loan Trust Series 2004-A Class C, 1.1929% 6/15/33 (m)	1,135		980
Structured Asset Investment Loan Trust Series 2004-8 Class M5, 1.8805% 9/25/34 (m)	56		39
Asset-Backed Securities - continued
	Principal Amount (000s)		Value (000s)
Terwin Mortgage Trust Series 2003-4HE Class A1, 1.0155% 9/25/34 (m)	$ 32		$ 30
Trapeza CDO XII Ltd./Trapeza CDO XII, Inc. Series 2007-12A Class B, 0.8029% 4/6/42 (g)(m)	2,206		496
Whinstone Capital Management Ltd. Series 1A Class B3, 2.0386% 10/25/44 (g)(m)	1,964		1,899
TOTAL ASSET-BACKED SECURITIES (Cost $28,216)		37,353
Collateralized Mortgage Obligations - 0.2%

Private Sponsor - 0.2%
Bear Stearns ALT-A Trust floater Series 2005-1 Class A1, 0.7155% 1/25/35 (m)	1,559		1,542
Citigroup Mortgage Loan Trust sequential payer Series 2012-A Class A, 2.5% 6/25/51 (g)	3,781		3,687
First Horizon Mortgage pass-thru Trust Series 2004-AR5 Class 2A1, 2.5778% 10/25/34 (m)	775		779
Granite Master Issuer PLC:
floater:
Series 2006-1A:
Class A1, 0.224% 12/20/54 (g)(m)	5,731		5,665
Class A5, 0.294% 12/20/54 (g)(m)	4,616		4,568
Series 2006-2 Class A4, 0.234% 12/20/54 (m)	1,710		1,691
Series 2006-3:
Class A3, 0.234% 12/20/54 (m)	823		814
Class A7, 0.354% 12/20/54 (m)	895		886
Class M2, 0.714% 12/20/54 (m)	5,460		5,204
Series 2006-4:
Class A4, 0.254% 12/20/54 (m)	2,625		2,596
Class B1, 0.334% 12/20/54 (m)	4,556		4,431
Class M1, 0.494% 12/20/54 (m)	1,198		1,140
Series 2007-1:
Class 1B1, 0.294% 12/20/54 (m)	5,806		5,610
Class 1M1, 0.454% 12/20/54 (m)	1,611		1,536
Class 2A1, 0.294% 12/20/54 (m)	2,060		2,038
Class 2M1, 0.654% 12/20/54 (m)	2,067		1,969
Series 2007-2:
Class 1B1, 0.3145% 12/17/54 (m)	767		742
Class 2C1, 1.0145% 12/17/54 (m)	2,864		2,697
Class 3A1, 0.3345% 12/17/54 (m)	367		364
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (000s)
Private Sponsor - continued
Granite Master Issuer PLC: - continued
sequential payer Series 2006-3 Class B2, 0.494% 12/20/54 (m)	$ 5,461		$ 5,290
Granite Mortgages PLC floater Series 2003-3 Class 1C, 2.6866% 1/20/44 (m)	472		468
JPMorgan Mortgage Trust sequential payer Series 2006-A5 Class 3A5, 2.6892% 8/25/36 (m)	1,462		1,234
MASTR Adjustable Rate Mortgages Trust Series 2007-3 Class 22A2, 0.3655% 5/25/47 (m)	605		461
Merrill Lynch Alternative Note Asset Trust floater Series 2007-OAR1 Class A1, 0.3255% 2/25/37 (m)	1,091		990
Opteum Mortgage Acceptance Corp. floater Series 2005-3 Class APT, 0.4455% 7/25/35 (m)	1,587		1,518
RESI Finance LP/RESI Finance DE Corp. floater Series 2003-B:
Class B5, 2.5065% 7/10/35 (g)(m)	648		596
Class B6, 3.0065% 7/10/35 (g)(m)	138		128
Sequoia Mortgage Trust floater Series 2004-6 Class A3B, 1.2269% 7/20/34 (m)	31		30
Structured Asset Securities Corp. Series 2003-15A Class 4A, 2.4727% 4/25/33 (m)	186		186
TBW Mortgage-Backed pass-thru certificates floater Series 2006-4 Class A3, 0.358% 9/25/36 (m)	2,430		2,140
Thornburg Mortgage Securities Trust floater Series 2003-4 Class A1, 0.7955% 9/25/43 (m)	2,924		2,782
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $48,789)		63,782
Commercial Mortgage Securities - 1.9%

Asset Securitization Corp. Series 1997-D5 Class PS1, 1.5236% 2/14/43 (m)(o)	471		12
Banc of America Commercial Mortgage Trust:
sequential payer:
Series 2006-2 Class AAB, 5.7192% 5/10/45 (m)	581		596
Series 2006-3 Class A4, 5.889% 7/10/44	739		802
Series 2006-5 Class A2, 5.317% 9/10/47	3,112		3,132
Series 2006-6 Class A3, 5.369% 10/10/45	2,628		2,697
Series 2005-3 Class A3B, 5.09% 7/10/43 (m)	4,082		4,201
Series 2006-6 Class E, 5.619% 10/10/45 (g)	759		94
Series 2007-3:
Class A3, 5.6195% 6/10/49 (m)	2,176		2,176
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Banc of America Commercial Mortgage Trust: - continued
Series 2007-3:
Class A4, 5.6195% 6/10/49 (m)	$ 2,739		$ 3,040
Banc of America Commercial Mortgage, Inc. sequential payer Series 2001-1 Class A4, 5.451% 1/15/49	4,718		5,099
Bayview Commercial Asset Trust:
floater:
Series 2003-2 Class M1, 1.0055% 12/25/33 (g)(m)	48		39
Series 2005-3A:
Class A2, 0.5555% 11/25/35 (g)(m)	420		363
Class M1, 0.5955% 11/25/35 (g)(m)	55		39
Class M2, 0.6455% 11/25/35 (g)(m)	70		50
Class M3, 0.6655% 11/25/35 (g)(m)	63		44
Class M4, 0.7555% 11/25/35 (g)(m)	78		52
Series 2005-4A:
Class A2, 0.5455% 1/25/36 (g)(m)	1,089		907
Class B1, 1.5555% 1/25/36 (g)(m)	90		18
Class M1, 0.6055% 1/25/36 (g)(m)	351		197
Class M2, 0.6255% 1/25/36 (g)(m)	105		56
Class M3, 0.6555% 1/25/36 (g)(m)	154		80
Class M4, 0.7655% 1/25/36 (g)(m)	85		42
Class M5, 0.8055% 1/25/36 (g)(m)	85		30
Class M6, 0.8555% 1/25/36 (g)(m)	90		27
Series 2006-1:
Class A2, 0.5155% 4/25/36 (g)(m)	173		152
Class M1, 0.5355% 4/25/36 (g)(m)	62		44
Class M2, 0.5555% 4/25/36 (g)(m)	66		45
Class M3, 0.5755% 4/25/36 (g)(m)	56		36
Class M4, 0.6755% 4/25/36 (g)(m)	32		20
Class M5, 0.7155% 4/25/36 (g)(m)	31		19
Class M6, 0.7955% 4/25/36 (g)(m)	62		33
Series 2006-2A:
Class M1, 0.4655% 7/25/36 (g)(m)	157		108
Class M2, 0.4855% 7/25/36 (g)(m)	111		74
Class M3, 0.5055% 7/25/36 (g)(m)	92		61
Class M4, 0.5755% 7/25/36 (g)(m)	62		37
Class M5, 0.6255% 7/25/36 (g)(m)	76		34
Series 2006-3A Class M4, 0.5855% 10/25/36 (g)(m)	96		14
Series 2006-4A:
Class A2, 0.4255% 12/25/36 (g)(m)	3,296		2,490
Class M1, 0.4455% 12/25/36 (g)(m)	220		149
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Bayview Commercial Asset Trust: - continued
floater:
Series 2006-4A:
Class M2, 0.4655% 12/25/36 (g)(m)	$ 146		$ 63
Class M3, 0.4955% 12/25/36 (g)(m)	147		47
Series 2007-1 Class A2, 0.4255% 3/25/37 (g)(m)	690		481
Series 2007-2A:
Class A1, 0.4255% 7/25/37 (g)(m)	690		558
Class A2, 0.4755% 7/25/37 (g)(m)	647		444
Class M1, 0.5255% 7/25/37 (g)(m)	226		72
Class M2, 0.5655% 7/25/37 (g)(m)	124		20
Class M3, 0.6455% 7/25/37 (g)(m)	126		11
Class M4, 0.8055% 7/25/37 (g)(m)	117		4
Series 2007-3:
Class A2, 0.4455% 7/25/37 (g)(m)	669		468
Class M1, 0.4655% 7/25/37 (g)(m)	133		85
Class M2, 0.4955% 7/25/37 (g)(m)	142		81
Class M3, 0.5255% 7/25/37 (g)(m)	223		98
Class M4, 0.6555% 7/25/37 (g)(m)	351		85
Class M5, 0.7555% 7/25/37 (g)(m)	184		31
Class M6, 0.9555% 7/25/37 (g)(m)	43		0
Series 2007-4A:
Class M1, 1.1055% 9/25/37 (g)(m)	266		31
Class M2, 1.2055% 9/25/37 (g)(m)	266		17
Series 2004-1, Class IO, 1.25% 4/25/34 (g)(o)	1,683		67
Series 2006-3A, Class IO, 0% 10/25/36 (g)(m)(o)	21,195		0*
Series 2007-5A, Class IO, 4.186% 10/25/37 (g)(m)(o)	4,417		271
Bear Stearns Commercial Mortgage Securities Trust:
floater Series 2007-BBA8:
Class E, 0.4545% 3/15/22 (g)(m)	529		518
Class F, 0.5045% 3/15/22 (g)(m)	2,081		1,977
Class G, 0.5545% 3/15/22 (g)(m)	534		491
Class H, 0.7045% 3/15/22 (g)(m)	653		581
Class J, 0.8545% 3/15/22 (g)(m)	653		568
sequential payer:
Series 2007-PW16:
Class A4, 5.7058% 6/11/40 (m)	769		867
Class AAB, 5.7058% 6/11/40 (m)	4,264		4,419
Series 2007-PW18 Class A4, 5.7% 6/11/50	5,820		6,583
Series 2006-T22 Class A4, 5.5801% 4/12/38 (m)	163		175
Series 2007-PW18 Class X2, 0.2966% 6/11/50 (g)(m)(o)	66,684		454
Series 2007-T28 Class X2, 0.1573% 9/11/42 (g)(m)(o)	40,940		132
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
C-BASS Trust floater Series 2006-SC1 Class A, 0.4255% 5/25/36 (g)(m)	$ 561		$ 541
CDC Commercial Mortgage Trust Series 2002-FX1 Class XCL, 1.4233% 5/15/35 (g)(m)(o)	2,809		38
Citigroup Commercial Mortgage Trust Series 2007-C6 Class A4, 5.7071% 12/10/49 (m)	4,371		4,894
Citigroup/Deutsche Bank Commercial Mortgage Trust sequential payer Series 2007-CD4:
Class A3, 5.293% 12/11/49	1,279		1,306
Class A4, 5.322% 12/11/49	19,611		21,646
Cobalt CMBS Commercial Mortgage Trust Series 2007-C2 Class B, 5.617% 4/15/47 (m)	1,468		1,430
COMM Mortgage Trust pass-thru certificates:
floater:
Series 2005-F10A Class J, 1.0045% 4/15/17 (g)(m)	138		138
Series 2006-FL12 Class AJ, 0.2845% 12/15/20 (g)(m)	456		454
sequential payer Series 2007-C9 Class A4, 5.7997% 12/10/49 (m)	2,907		3,288
Credit Suisse Commercial Mortgage Trust:
sequential payer:
Series 2006-C4 Class A3, 5.467% 9/15/39	1,488		1,620
Series 2007-C2 Class A2, 5.448% 1/15/49 (m)	25		25
Series 2007-C3 Class A4, 5.6783% 6/15/39 (m)	510		558
Series 2007-C5 Class A4, 5.695% 9/15/40 (m)	1,189		1,322
Credit Suisse First Boston Mortgage Capital Certificates floater Series 2007-TF2A Class B, 0.5045% 4/15/22 (g)(m)	4,688		4,422
Credit Suisse First Boston Mortgage Securities Corp.:
Series 2001-CK6 Class AX, 1.3434% 8/15/36 (m)(o)	93		0*
Series 2001-CKN5 Class AX, 0.6562% 9/15/34 (g)(m)(o)	7		0*
Credit Suisse Mortgage Capital Certificates:
floater Series 2007-TFL1:
Class C:
0.3245% 2/15/22 (g)(m)	1,351		1,340
0.4245% 2/15/22 (g)(m)	731		722
Class F, 0.4745% 2/15/22 (g)(m)	1,462		1,431
Series 2007-C1:
Class ASP, 0.354% 2/15/40 (m)(o)	16,196		0*
Class B, 5.487% 2/15/40 (g)(m)	2,009		280
Extended Stay America Trust floater Series 2013-ESFL:
Class A1FL, 0.9571% 12/5/31 (g)(m)	1,416		1,415
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Extended Stay America Trust floater Series 2013-ESFL: - continued
Class A2FL, 0.8571% 12/5/31 (g)(m)	$ 1,520		$ 1,513
Class BFL, 1.2571% 12/5/31 (g)(m)	5,610		5,622
Class CFL, 1.6571% 12/5/31 (g)(m)	3,980		3,993
GE Capital Commercial Mortgage Corp.:
sequential payer Series 2007-C1 Class A4, 5.543% 12/10/49	8,890		9,746
Series 2001-1 Class X1, 1.7244% 5/15/33 (g)(m)(o)	268		6
Series 2007-C1 Class XP, 0.1602% 12/10/49 (m)(o)	17,078		7
Greenwich Capital Commercial Funding Corp.:
floater Series 2006-FL4 Class B, 0.3471% 11/5/21 (g)(m)	494		491
sequential payer Series 2007-GG9 Class A4, 5.444% 3/10/39	33,895		37,364
Series 2007-GG11 Class A1, 0.2936% 12/10/49 (g)(m)(o)	19,487		38
GS Mortgage Securities Corp. II Series 2006-GG6 Class A2, 5.506% 4/10/38	173		173
GS Mortgage Securities Trust sequential payer Series 2006-GG8 Class A1A, 5.547% 11/10/39	3,006		3,289
Hilton U.S.A. Trust Series 2013-HLT:
Class CFX, 3.7141% 11/5/30 (g)	1,380		1,401
Class DFX, 4.4065% 11/5/30 (g)	9,895		10,105
JPMorgan Chase Commercial Mortgage Securities Trust:
floater Series 2006-FL2A:
Class B, 0.3245% 11/15/18 (g)(m)	563		551
Class C, 0.3645% 11/15/18 (g)(m)	400		389
Class D, 0.3845% 11/15/18 (g)(m)	178		169
Class E, 0.4345% 11/15/18 (g)(m)	255		243
Class F, 0.4845% 11/15/18 (g)(m)	383		364
Class G, 0.5145% 11/15/18 (g)(m)	332		314
Class H, 0.6545% 11/15/18 (g)(m)	255		239
sequential payer:
Series 2006-CB17:
Class A3, 5.45% 12/12/43	73		73
Class A4, 5.429% 12/12/43	8,980		9,706
Series 2006-LDP8:
Class A1A, 5.397% 5/15/45	11,437		12,473
Class A4, 5.399% 5/15/45	830		903
Series 2006-LDP9 Class A3, 5.336% 5/15/47	11,253		12,350
Series 2007-CB18 Class A4, 5.44% 6/12/47	700		771
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
JPMorgan Chase Commercial Mortgage Securities Trust: - continued
sequential payer:
Series 2007-CB19 Class A4, 5.7093% 2/12/49 (m)	$ 4,648		$ 5,189
Series 2007-LD11:
Class A2, 5.7984% 6/15/49 (m)	1,203		1,210
Class A4, 5.8134% 6/15/49 (m)	34,884		38,904
Series 2007-LDPX Class A3, 5.42% 1/15/49	18,477		20,429
Series 2006-LDP7 Class A4, 5.8726% 4/15/45 (m)	1,390		1,519
Series 2007-CB19:
Class B, 5.7093% 2/12/49 (m)	112		36
Class C, 5.7093% 2/12/49 (m)	294		62
Class D, 5.7093% 2/12/49 (m)	309		57
Series 2007-LDP10:
Class CS, 5.466% 1/15/49 (m)	108		19
Class ES, 5.7261% 1/15/49 (g)(m)	679		32
LB Commercial Conduit Mortgage Trust sequential payer Series 2007-C3 Class A4, 5.8924% 7/15/44 (m)	1,054		1,183
LB-UBS Commercial Mortgage Trust:
sequential payer:
Series 2006-C6 Class A4, 5.372% 9/15/39	591		648
Series 2006-C7 Class A2, 5.3% 11/15/38	678		703
Series 2007-C1 Class A4, 5.424% 2/15/40	4,069		4,494
Series 2007-C2 Class A3, 5.43% 2/15/40	2,415		2,670
Series 2007-C6 Class A4, 5.858% 7/15/40 (m)	1,632		1,760
Series 2007-C7:
Class A3, 5.866% 9/15/45	2,985		3,403
Class XCP, 0.2771% 9/15/45 (m)(o)	76,640		189
Lehman Brothers Floating Rate Commercial Mortgage Trust floater Series 2006-LLFA Class H, 0.5545% 9/15/21 (g)(m)	291		289
Merrill Lynch Mortgage Trust:
Series 2005-LC1 Class F, 5.4207% 1/12/44 (g)(m)	1,143		1,027
Series 2007-C1 Class A4, 5.8409% 6/12/50 (m)	4,974		5,598
Series 2008-C1 Class A4, 5.69% 2/12/51	2,766		3,098
Merrill Lynch-CFC Commercial Mortgage Trust:
floater Series 2006-4 Class A2FL, 0.2748% 12/12/49 (m)	65		65
sequential payer:
Series 2006-4 Class ASB, 5.133% 12/12/49 (m)	565		581
Series 2007-5:
Class A4, 5.378% 8/12/48	8,380		9,134
Class B, 5.479% 8/12/48	3,942		1,631
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Merrill Lynch-CFC Commercial Mortgage Trust: - continued
sequential payer:
Series 2007-6 Class A4, 5.485% 3/12/51 (m)	$ 10,897		$ 12,065
Series 2007-7 Class A4, 5.7439% 6/12/50 (m)	4,599		5,131
Series 2006-4 Class XP, 0.618% 12/12/49 (m)(o)	17,997		96
Series 2007-6 Class B, 5.635% 3/12/51 (m)	1,314		315
Series 2007-7 Class B, 5.7439% 6/12/50 (m)	114		5
Series 2007-8 Class A3, 5.8943% 8/12/49 (m)	1,133		1,274
Morgan Stanley Capital I Trust:
floater:
Series 2006-XLF Class C, 1.355% 7/15/19 (g)(m)	393		295
Series 2007-XLFA:
Class C, 0.315% 10/15/20 (g)(m)	754		732
Class D, 0.345% 10/15/20 (g)(m)	732		708
Class E, 0.405% 10/15/20 (g)(m)	916		880
Class F, 0.455% 10/15/20 (g)(m)	550		523
Class G, 0.495% 10/15/20 (g)(m)	680		651
Class H, 0.585% 10/15/20 (g)(m)	428		395
Class J, 0.735% 10/15/20 (g)(m)	247		107
sequential payer Series 2007-HQ11 Class A31, 5.439% 2/12/44 (m)	151		154
Series 2006-IQ11 Class A4, 5.6648% 10/15/42 (m)	340		364
Series 2006-T23 Class A3, 5.8071% 8/12/41 (m)	671		679
Series 2007-IQ14:
Class A4, 5.692% 4/15/49 (m)	10,971		12,159
Class AAB, 5.654% 4/15/49	2,280		2,369
Class B, 5.7406% 4/15/49 (m)	323		68
Salomon Brothers Mortgage Securities VII, Inc. Series 2006-C2 Class H, 6.308% 7/18/33 (g)	185		71
Wachovia Bank Commercial Mortgage Trust:
floater:
Series 2006-WL7A:
Class F, 0.4945% 9/15/21 (g)(m)	1,571		1,561
Class G, 0.5145% 9/15/21 (g)(m)	1,953		1,914
Class J, 0.7545% 9/15/21 (g)(m)	434		382
Series 2007-WHL8:
Class F, 0.6345% 6/15/20 (g)(m)	4,581		4,180
Class LXR1, 0.8545% 6/15/20 (g)(m)	162		153
sequential payer:
Series 2007-C30 Class A5, 5.342% 12/15/43	19,766		21,789
Series 2007-C31 Class A4, 5.509% 4/15/47	38,680		42,251
Series 2007-C33:
Class A4, 5.9216% 2/15/51 (m)	24,570		27,111
Commercial Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Wachovia Bank Commercial Mortgage Trust: - continued
sequential payer:
Series 2007-C33:
Class A5, 5.9216% 2/15/51 (m)	$ 870		$ 981
Series 2005-C19 Class B, 4.892% 5/15/44	1,314		1,355
Series 2005-C22:
Class B, 5.3811% 12/15/44 (m)	2,914		2,861
Class F, 5.3811% 12/15/44 (g)(m)	2,191		526
Series 2006-C23 Class A5, 5.416% 1/15/45 (m)	7,210		7,752
Series 2006-C27 Class A1A, 5.749% 7/15/45 (m)	12,143		13,275
Series 2007-C30:
Class C, 5.483% 12/15/43 (m)	3,942		3,580
Class D, 5.513% 12/15/43 (m)	2,102		1,368
Class XP, 0.4783% 12/15/43 (g)(m)(o)	9,996		2
Series 2007-C31 Class C, 5.672% 4/15/47 (m)	361		299
Series 2007-C31A Class A2, 5.421% 4/15/47	3,943		3,944
Series 2007-C32:
Class D, 5.7499% 6/15/49 (m)	987		446
Class E, 5.7499% 6/15/49 (m)	1,556		526
TOTAL COMMERCIAL MORTGAGE SECURITIES (Cost $438,921)		485,198
Municipal Securities - 1.1%

Beaver County Indl. Dev. Auth. Poll. Cont. Rev. Bonds (FirstEnergy Nuclear Generation Corp. Proj.) Series 2005 A, 3.375%, tender 7/1/15 (m)	2,300		2,345
California Gen. Oblig.:
Series 2009, 7.35% 11/1/39	1,255		1,688
7.3% 10/1/39	18,960		25,512
7.5% 4/1/34	8,780		11,915
7.55% 4/1/39	15,130		21,032
7.6% 11/1/40	24,550		34,610
7.625% 3/1/40	2,920		4,073
Chicago Gen. Oblig. (Taxable Proj.):
Series 2008 B, 5.63% 1/1/22	1,360		1,422
Series 2010 C1, 7.781% 1/1/35	7,055		8,394
Series 2012 B, 5.432% 1/1/42	1,845		1,641
Illinois Fin. Auth. Rev. Series 2013 A, 4.545% 10/1/18	38,500		38,548
Illinois Gen. Oblig.:
Series 2003, 5.1% 6/1/33	42,555		41,826
Series 2010, 4.421% 1/1/15	5,980		6,165
Series 2010-1, 6.63% 2/1/35	17,960		19,852
Municipal Securities - continued
	Principal Amount (000s)		Value (000s)
Illinois Gen. Oblig.: - continued
Series 2010-3:
5.547% 4/1/19	$ 185		$ 203
6.725% 4/1/35	8,580		9,556
7.35% 7/1/35	5,140		6,006
Series 2011:
4.961% 3/1/16	580		616
5.665% 3/1/18	7,395		8,206
5.877% 3/1/19	17,085		19,170
Series 2013:
1.28% 12/1/15	4,975		5,011
4% 12/1/20	7,040		7,062
TOTAL MUNICIPAL SECURITIES (Cost $268,490)		274,853
Foreign Government and Government Agency Obligations - 0.4%

Banco Nacional de Desenvolvimento Economico e Social:
3.375% 9/26/16 (g)	6,350		6,469
5.75% 9/26/23 (g)	5,809		5,918
Brazilian Federative Republic:
4.25% 1/7/25	12,300		11,839
5.625% 1/7/41	6,113		6,006
Italian Republic:
3.125% 1/26/15	10,287		10,493
4.5% 1/21/15	7,717		7,967
4.75% 1/25/16	7,716		8,229
5.375% 6/12/17	4,630		5,092
Russian Federation 3.25% 4/4/17 (g)	800		837
United Mexican States:
3.5% 1/21/21	6,500		6,581
4% 10/2/23	14,090		14,266
4.75% 3/8/44	6,152		5,737
TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $88,944)		89,434
Bank Notes - 0.0%

Fifth Third Bank 4.75% 2/1/15 (Cost $964)	951		987

Preferred Securities - 0.0%
	Principal Amount (000s)		Value (000s)
FINANCIALS - 0.0%
Diversified Financial Services - 0.0%
MUFG Capital Finance 1 Ltd. 6.346% (h)(m) (Cost $1,359)	$ 1,204		$ 1,316
Fixed-Income Funds - 6.3%
	Shares
Fidelity High Income Central Fund 2 (n)	5,917,450		704,058
Fidelity Mortgage Backed Securities Central Fund (n)	8,468,128		907,191
TOTAL FIXED-INCOME FUNDS (Cost $1,463,078)		1,611,249
Money Market Funds - 3.2%

Fidelity Cash Central Fund, 0.10% (b)	767,836,065		767,836
Fidelity Securities Lending Cash Central Fund, 0.09% (b)(d)	49,876,200		49,876
TOTAL MONEY MARKET FUNDS (Cost $817,712)		817,712
Cash Equivalents - 2.8%
	Maturity Amount (000s)
Investments in repurchase agreements in a joint trading account at 0.05%, dated 2/28/14 due 3/3/14 (Collateralized by U.S. Government Obligations) # (c) (Cost $712,840)	$ 712,843		712,840
TOTAL INVESTMENT PORTFOLIO - 104.1% (Cost $21,604,685)			26,508,229
NET OTHER ASSETS (LIABILITIES) - (4.1)%			(1,045,638)
NET ASSETS - 100%		$ 25,462,591
TBA Sale Commitments
	Principal Amount (000s)		Value (000s)
Fannie Mae
3% 3/1/44	$ (20,000)		$ (19,425)
3% 3/1/44	(3,300)		(3,205)
3.5% 3/1/44	(5,400)		(5,473)
3.5% 3/1/44	(5,400)		(5,473)
3.5% 3/1/44	(6,600)		(6,690)
4% 3/1/44	(5,700)		(5,973)
4% 3/1/44	(8,300)		(8,698)
4% 3/1/44	(3,700)		(3,877)
TOTAL TBA SALE COMMITMENTS (Proceeds $58,481)		$ (58,814)

Futures Contracts
	Expiration Date	Underlying Face Amount at Value (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Purchased
Equity Index Contracts
2,363 CME E-mini S&P 500 Index Contracts (United States)	March 2014	$ 219,475	$ 9,128

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

Swaps
Credit Default Swaps
Underlying Reference	Rating (1)	Expiration Date	Clearinghouse/Counterparty	Fixed Payment Received/ (Paid)	Notional Amount (2) (000s)		Value (1) (000s)	Upfront Premium Received/ (Paid) (000s)	Unrealized Appreciation/(Depreciation)(000s)
Sell Protection
ABX AA 07-1 Index	C	Sep. 2037	Barclays Bank PLC	0.15%		$ 1,199	$ (1,111)	$ 0	$ (1,111)
ABX AA 07-1 Index	C	Sep. 2037	Barclays Bank PLC	0.15%		1,366	(1,265)	0	(1,265)
ABX AA 07-1 Index	C	Sep. 2037	Credit Suisse	0.15%		1,741	(1,613)	0	(1,613)
ABX AA 07-1 Index	C	Sep. 2037	JPMorgan Chase, Inc.	0.15%		1,418	(1,314)	0	(1,314)
ABX AA 07-1 Index	C	Sep. 2037	JPMorgan Chase, Inc.	0.15%		188	(174)	0	(174)
Swaps - continued
Credit Default Swaps
Underlying Reference	Rating (1)	Expiration Date	Clearinghouse/Counterparty	Fixed Payment Received/ (Paid)	Notional Amount (2) (000s)		Value (1) (000s)	Upfront Premium Received/ (Paid) (000s)	Unrealized Appreciation/(Depreciation)(000s)
Sell Protection - continued
ABX AA 07-1 Index	C	Sep. 2037	Morgan Stanley, Inc.	0.15%		$ 1,418	$ (1,314)	$ 0	$ (1,314)
Ameriquest Mortgage Securities Inc Series 2004-R11 Class M9	C	Dec. 2034	Bank of America	4.25%		225	(218)	0	(218)
TOTAL CREDIT DEFAULT SWAPS							$ (7,009)	$ 0	$ (7,009)