N-CSR 1 main.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-4085

Fidelity Income Fund
(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:	August 31, 2014

Item 1. Reports to Stockholders

Fidelity® Intermediate
Government Income Fund

Annual Report

August 31, 2014

(Fidelity Cover Art)

Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Managers' review of fund performance and strategy.
Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	(Click Here)
Trustees and Officers	(Click Here)
Distributions	(Click Here)

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/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.

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended August 31, 2014	Past 1 year	Past 5 years	Past 10 years
Fidelity® Intermediate Government Income Fund	2.72%	2.69%	3.71%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Intermediate Government Income Fund on August 31, 2004. The chart shows how the value of your investment would have changed, and also shows how the Barclays® U.S. Intermediate Government Bond Index performed over the same period.

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Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. taxable investment-grade bonds posted a positive return for the 12 months ending August 31, 2014, amid continued easy monetary policy, low inflation, renewed geopolitical concerns and a decline in long-term interest rates. The Barclays® U.S. Aggregate Bond Index rose 5.66%, fueled by both interest income as well as capital appreciation. Investors were willing to take on more risk in exchange for higher yields, leading to the outperformance of longer-maturity and lower-quality bonds across fixed-income asset classes. Among sectors in the Barclays index, investment-grade credit was the biggest gainer, returning 9.06%, supported by solid corporate fundamentals, a low default rate and a modestly improving U.S. economy that rebounded from a first-quarter slowdown. Other yield-advantaged sectors also had strong showings, including mortgage-backed securities, which advanced 5.42% versus only 3.57% for U.S. Treasuries. By comparison, more credit-sensitive debt securities, such as U.S. high-yield corporate bonds, had an even stronger period, with The BofA Merrill Lynch^SM US High Yield Constrained Index returning 10.61%. International markets also fared comparatively well, driven by easy-money policies worldwide, including new accommodations from Europe and China. The Barclays® Global Aggregate Ex USD GDP Weighted Index returned 7.92%.

Comments from Franco Castagliuolo and William Irving, Lead Portfolio Manager and Co-Portfolio Manager, respectively, of Fidelity® Intermediate Government Income Fund: For the year, the fund returned 2.72%, while the Barclays® U.S. Intermediate Government Bond Index returned 2.23%. The fund's performance was boosted by its significant overweighting in mortgage-backed securities (MBS). The yield advantage of agency MBS helped them significantly outperform similar-duration U.S. Treasury securities, in which the fund was meaningfully underweighted. Our picks among MBS were advantageous as well, led by our overweighting in higher-coupon securities, which benefited from renewed investor interest as prepayments slowed. We trimmed our exposure to premiums based on our view that those we sold had reached their full value. An overweighting in agency commercial mortgage-backed securities (CMBS) issued by Freddie Mac also proved to be a sound strategy. Our out-of-benchmark stake in reverse mortgages was a plus. The fund also benefited from holding higher-coupon 30-year MBS, which were not in the index. To manage various risks in the portfolio, we held certain derivatives contracts. On balance, the fund's derivatives holdings were a modest plus. An underweighting in agency debentures was a slight detractor from relative performance.

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

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs 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 (March 1, 2014 to August 31, 2014).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value March 1, 2014	Ending Account Value August 31, 2014	Expenses Paid During Period* March 1, 2014 to August 31, 2014
Actual	.45%	$ 1,000.00	$ 1,010.00	$ 2.28
Hypothetical^A		$ 1,000.00	$ 1,022.94	$ 2.29

^A 5% return per year before expenses

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

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Coupon Distribution as of August 31, 2014
	% of fund's investments	% of fund's investments 6 months ago
0.01 - 0.99%	20.9	29.2
1 - 1.99%	18.5	9.5
2 - 2.99%	21.5	19.9
3 - 3.99%	9.2	11.7
4 - 4.99%	11.6	11.9
5 - 5.99%	10.0	11.1
6 - 6.99%	1.3	1.4
7 - 7.99%	0.1	0.1
8% and above	2.1	2.1

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

Weighted Average Maturity as of August 31, 2014
		6 months ago
Years	4.2	4.6

This is a weighted average of all the maturities of the securities held in a fund. Weighted Average Maturity (WAM) can be used as a measure of sensitivity to interest rate changes and market changes. Generally, the longer the maturity, the greater the sensitivity to such changes. WAM is based on the dollar-weighted average length of time until principal payments must be paid. Depending on the types of securities held in a fund, certain maturity shortening devices (e.g., demand features, interest rate resets, and call options) may be taken into account when calculating the WAM.

Duration as of August 31, 2014
		6 months ago
Years	3.3	3.5

Duration is a measure of a security's price sensitivity to changes in interest rates. Duration differs from maturity in that it considers a security's interest payments in addition to the amount of time until the security reaches maturity, and also takes into account certain maturity shortening features (e.g., demand features, interest rate resets, and call options) when applicable. Securities with longer durations generally tend to be more sensitive to interest rate changes than securities with shorter durations. A fund with a longer average duration generally can be expected to be more sensitive to interest rate changes than a fund with a shorter average duration.

Asset Allocation (% of fund's net assets)
As of August 31, 2014 *		As of February 28, 2014 **
	Mortgage Securities 10.1%		Mortgage Securities 10.3%
	CMOs and Other Mortgage Related Securities 19.8%		CMOs and Other Mortgage Related Securities 22.7%
	U.S. Treasury Obligations 60.7%		U.S. Treasury Obligations 56.8%
	U.S. Government Agency Obligations^† 5.2%		U.S. Government Agency Obligations^† 5.1%
	Foreign Government & Government Agency Obligations 3.7%		Foreign Government & Government Agency Obligations 3.1%
	Short-Term Investments and Net Other Assets (Liabilities) 0.5%		Short-Term Investments and Net Other Assets (Liabilities) 2.0%

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* Foreign investments		3.7%		** Foreign investments		3.1%
* Futures and Swaps		5.5%		** Futures and Swaps		4.3%

^† Includes NCUA Guaranteed Notes.

Annual Report

Investments August 31, 2014

Showing Percentage of Net Assets

U.S. Government and Government Agency Obligations - 65.9%
	Principal Amount (000s)		Value (000s)
U.S. Government Agency Obligations - 1.0%
Federal Home Loan Bank 1% 6/21/17	$ 3,190		$ 3,191
Small Business Administration guaranteed development participation certificates Series 2004-20H Class 1, 5.17% 8/1/24	191		207
Tennessee Valley Authority 1.75% 10/15/18	4,850		4,879
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS			8,277
U.S. Treasury Obligations - 60.7%
U.S. Treasury Bonds 8.75% 5/15/17	14,750		17,872
U.S. Treasury Notes:
0.25% 4/15/16	1,354		1,352
0.375% 1/15/16	22,276		22,311
0.5% 7/31/16 (a)	30,841		30,855
0.5% 7/31/17	3,199		3,158
0.625% 4/30/18	8,429		8,235
0.75% 1/15/17	11,700		11,715
0.75% 6/30/17	14,678		14,614
0.875% 1/31/18	15,546		15,392
0.875% 7/31/19	22,596		21,782
1% 9/30/16	40,000		40,353
1% 10/31/16	4,099		4,133
1% 5/31/18	7,552		7,468
1.25% 11/30/18	7,000		6,937
1.375% 7/31/18	8,863		8,868
1.375% 9/30/18	3,911		3,905
1.375% 2/28/19	12,639		12,548
1.5% 12/31/18	1,151		1,151
1.5% 1/31/19	10,148		10,140
1.625% 4/30/19	13,127		13,153
1.625% 6/30/19	17,114		17,129
1.625% 8/31/19	5,000		4,999
1.75% 10/31/20	5,000		4,951
1.875% 10/31/17	1,923		1,971
2% 5/31/21	8,000		7,990
2% 8/31/21	5,000		4,985
2.25% 3/31/21	40,560		41,216
2.25% 4/30/21	6,895		7,003
2.25% 7/31/21	14,000		14,196
2.375% 7/31/17	12,000		12,491
2.375% 6/30/18	6,062		6,297
2.375% 8/15/24	500		501
U.S. Government and Government Agency Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Treasury Obligations - continued
U.S. Treasury Notes: - continued
2.5% 5/15/24	$ 43,848		$ 44,479
2.625% 2/29/16	12,000		12,413
3% 2/28/17	26,424		27,902
3.125% 1/31/17	1,323		1,399
3.5% 2/15/18 (c)	4,299		4,635
4.5% 5/15/17 (b)	1,369		1,502
4.625% 2/15/17	12,625		13,817
4.75% 8/15/17	12,139		13,473
TOTAL U.S. TREASURY OBLIGATIONS			499,291
Other Government Related - 4.2%
National Credit Union Administration Guaranteed Notes:
Series 2010-A1 Class A, 0.5085% 12/7/20 (NCUA Guaranteed) (d)	1,330		1,331
Series 2011-R1 Class 1A, 0.6069% 1/8/20 (NCUA Guaranteed) (d)	2,689		2,704
Series 2011-R4 Class 1A, 0.5369% 3/6/20 (NCUA Guaranteed) (d)	1,107		1,109
National Credit Union Administration Guaranteed Notes Master Trust:
1.4% 6/12/15 (NCUA Guaranteed)	1,690		1,704
2.35% 6/12/17 (NCUA Guaranteed)	14,740		15,261
3.45% 6/12/21 (NCUA Guaranteed)	12,000		12,868
TOTAL OTHER GOVERNMENT RELATED			34,977
TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $535,588)		542,545
U.S. Government Agency - Mortgage Securities - 10.1%

Fannie Mae - 2.6%
1.885% 2/1/33 (d)	18		19
1.91% 12/1/34 (d)	22		24
1.91% 3/1/35 (d)	20		21
1.927% 10/1/35 (d)	14		15
1.93% 10/1/33 (d)	10		10
1.94% 7/1/35 (d)	9		10
2.04% 11/1/33 (d)	50		52
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Fannie Mae - continued
2.05% 3/1/35 (d)	$ 2		$ 2
2.053% 6/1/36 (d)	18		19
2.141% 7/1/34 (d)	14		15
2.181% 1/1/35 (d)	110		116
2.19% 3/1/37 (d)	11		11
2.248% 3/1/33 (d)	50		53
2.285% 7/1/36 (d)	85		91
2.315% 9/1/36 (d)	55		58
2.319% 11/1/36 (d)	143		153
2.333% 3/1/35 (d)	12		13
2.362% 7/1/35 (d)	25		26
2.369% 6/1/47 (d)	62		67
2.372% 5/1/36 (d)	21		22
2.381% 2/1/37 (d)	227		243
2.421% 10/1/33 (d)	19		20
2.503% 2/1/36 (d)	26		28
2.517% 4/1/36 (d)	159		171
2.691% 2/1/42 (d)	802		832
2.749% 8/1/35 (d)	334		358
2.771% 1/1/42 (d)	754		783
3.162% 3/1/42 (d)	3,975		4,173
3.189% 1/1/44 (d)	2,482		2,574
3.488% 3/1/40 (d)	647		677
5% 1/1/22 to 12/1/22	2,836		3,069
5.5% 10/1/20 to 1/1/29	4,031		4,369
6% 6/1/16 to 3/1/34	603		684
6.5% 6/1/16 to 8/1/36	2,137		2,442
10.25% 10/1/18	2		2
11% 1/1/16	2		2
11.25% 1/1/16	3		3
11.5% 6/15/19	1		1
12.5% 4/1/15 to 7/1/16	3		3
			21,231
Freddie Mac - 1.1%
1.82% 3/1/35 (d)	56		58
1.95% 3/1/37 (d)	16		16
2.022% 2/1/37 (d)	23		24
2.04% 7/1/35 (d)	545		573
2.05% 6/1/37 (d)	13		13
2.095% 8/1/37 (d)	39		42
2.121% 5/1/37 (d)	31		34
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Freddie Mac - continued
2.14% 11/1/35 (d)	$ 121		$ 129
2.16% 6/1/33 (d)	122		129
2.162% 7/1/35 (d)	70		75
2.32% 10/1/35 (d)	86		91
2.355% 4/1/34 (d)	548		587
2.362% 10/1/36 (d)	158		167
2.375% 5/1/37 (d)	33		36
2.385% 5/1/37 (d)	431		462
2.385% 5/1/37 (d)	214		228
2.415% 6/1/37 (d)	116		124
2.418% 4/1/37 (d)	40		43
2.498% 2/1/36 (d)	4		4
2.571% 7/1/36 (d)	42		45
2.595% 4/1/37 (d)	4		4
2.673% 7/1/35 (d)	138		148
2.823% 3/1/33 (d)	3		3
3.068% 10/1/35 (d)	23		25
3.084% 9/1/41 (d)	913		956
5.5% 11/1/18 to 11/1/21	3,881		4,157
6% 1/1/24	505		556
6.5% 12/1/21	133		147
9.5% 7/1/16 to 8/1/21	40		44
10% 3/1/16 to 3/1/21	52		58
10.5% 1/1/21	1		1
11% 9/1/20	2		2
11.5% 11/1/15	1		1
12% 3/1/15 to 11/1/19	0*		0*
12.5% 9/1/14 to 6/1/19	8		9
13% 5/1/17	0*		0*
			8,991
Ginnie Mae - 6.4%
4.3% 8/20/61 (f)	1,047		1,123
4.5% 3/15/25 to 6/15/25	1,891		2,046
4.515% 3/20/62 (f)	3,982		4,330
4.53% 10/20/62 (f)	1,104		1,209
4.55% 5/20/62 (f)	8,165		8,895
4.556% 12/20/61 (f)	4,383		4,760
4.604% 3/20/62 (f)	2,376		2,590
4.616% 1/20/62 (f)	1,382		1,491
4.626% 3/20/62 (f)	1,774		1,932
4.649% 2/20/62 (f)	748		815
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Ginnie Mae - continued
4.65% 3/20/62 (f)	$ 1,628		$ 1,776
4.682% 2/20/62 (f)	948		1,034
4.684% 1/20/62 (f)	5,689		6,195
4.764% 2/20/61 (f)	1,393		1,503
4.804% 3/20/61 (f)	2,862		3,093
4.834% 3/20/61 (f)	5,284		5,720
5.47% 8/20/59 (f)	525		555
5.5% 11/15/35	682		765
5.612% 4/20/58 (f)	983		1,013
6% 6/15/36	1,565		1,792
8% 12/15/23	117		136
8.5% 2/15/17	1		1
10.5% 9/15/15 to 10/15/21	141		161
11% 5/20/16 to 1/20/21	13		15
13.5% 12/15/14	0*		0*
			52,950
TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES (Cost $81,618)		83,172
Collateralized Mortgage Obligations - 15.7%

U.S. Government Agency - 15.7%
Fannie Mae:
floater:
Series 1994-42 Class FK, 1.99% 4/25/24 (d)	804		810
Series 2001-38 Class QF, 1.135% 8/25/31 (d)	142		145
Series 2002-60 Class FV, 1.155% 4/25/32 (d)	32		33
Series 2002-74 Class FV, 0.605% 11/25/32 (d)	1,582		1,592
Series 2002-75 Class FA, 1.155% 11/25/32 (d)	65		67
Series 2008-76 Class EF, 0.655% 9/25/23 (d)	378		379
Series 2010-15 Class FJ, 1.085% 6/25/36 (d)	2,281		2,320
pass-thru certificates Series 2012-127 Class DH, 4% 11/25/27	994		1,055
planned amortization class:
Series 1988-21 Class G, 9.5% 8/25/18	14		15
Series 2002-16 Class PG, 6% 4/25/17	108		113
Series 2002-9 Class PC, 6% 3/25/17	8		8
Series 2003-28 Class KG, 5.5% 4/25/23	387		424
Series 2004-80 Class LD, 4% 1/25/19	11		11
Series 2005-19 Class PA, 5.5% 7/25/34	833		912
Series 2005-27 Class NE, 5.5% 5/25/34	738		776
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Government Agency - continued
Fannie Mae: - continued
planned amortization class:
Series 2005-52 Class PB, 6.5% 12/25/34	$ 52		$ 53
Series 2005-64 Class PX, 5.5% 6/25/35	808		884
sequential payer:
Series 2002-57 Class BD, 5.5% 9/25/17	30		32
Series 2003-117 Class MD, 5% 12/25/23	371		400
Series 2004-52 Class KZ, 5.5% 7/25/34	4,039		4,455
Series 2004-72 Class CB, 4% 9/25/19	2,847		2,963
Series 2004-91 Class Z, 5% 12/25/34	2,336		2,566
Series 2005-47 Class HK, 4.5% 6/25/20	1,349		1,422
Series 2009-14 Class EB, 4.5% 3/25/24	1,297		1,374
Series 2009-59 Class HB, 5% 8/25/39	882		971
Series 2010-97 Class CX, 4.5% 9/25/25	2,500		2,776
Series 2010-139 Class NI, 4.5% 2/25/40 (e)	1,685		278
Series 2010-39 Class FG, 1.075% 3/25/36 (d)	1,378		1,412
Series 2011-67 Class AI, 4% 7/25/26 (e)	443		51
Freddie Mac:
floater:
Series 2526 Class FC, 0.555% 11/15/32 (d)	247		249
Series 2630 Class FL, 0.655% 6/15/18 (d)	11		11
Series 2711 Class FC, 1.055% 2/15/33 (d)	802		814
floater planned amortization class Series 2770 Class FH, 0.555% 3/15/34 (d)	703		708
planned amortization class:
Series 2006-3245 Class ME, 5.5% 6/15/35	371		377
Series 2356 Class GD, 6% 9/15/16	29		30
Series 2376 Class JE, 5.5% 11/15/16	26		27
Series 2381 Class OG, 5.5% 11/15/16	15		15
Series 2425 Class JH, 6% 3/15/17	39		41
Series 2672 Class MG, 5% 9/15/23	1,630		1,790
Series 2695 Class DG, 4% 10/15/18	710		745
Series 2802 Class OB, 6% 5/15/34	1,032		1,153
Series 2810 Class PD, 6% 6/15/33	53		54
Series 3415 Class PC, 5% 12/15/37	316		340
Series 3763 Class QA, 4% 4/15/34	704		742
planned amortization class sequential payer Series 2005-2963 Class VB, 5% 11/15/34	1,060		1,126
sequential payer:
Series 1929 Class EZ, 7.5% 2/17/27	765		871
Series 2004-2802 Class ZG, 5.5% 5/15/34	2,294		2,611
Series 2004-2862 Class NE, 5% 9/15/24	6,864		7,444
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Government Agency - continued
Freddie Mac: - continued
sequential payer:
Series 2145 Class MZ, 6.5% 4/15/29	$ 1,030		$ 1,181
Series 2357 Class ZB, 6.5% 9/15/31	508		587
Series 2877 Class ZD, 5% 10/15/34	2,664		2,950
Series 2998 Class LY, 5.5% 7/15/25	293		322
Series 3007 Class EW, 5.5% 7/15/25	1,125		1,253
Series 3277 Class B, 4% 2/15/22	1,200		1,267
Series 3578 Class B, 4.5% 9/15/24	1,510		1,585
Series 3659 Class EJ 3% 6/15/18	644		662
Series 2715 Class NG, 4.5% 12/15/18	523		553
Series 4181 Class LA, 3% 3/15/37	1,379		1,423
Ginnie Mae guaranteed REMIC pass-thru certificates:
floater:
Series 2007-59 Class FC, 0.6562% 7/20/37 (d)	401		404
Series 2008-2 Class FD, 0.6362% 1/20/38 (d)	100		101
Series 2009-108 Class CF, 0.755% 11/16/39 (d)	455		459
Series 2009-116 Class KF, 0.685% 12/16/39 (d)	376		380
Series 2010-9 Class FA, 0.675% 1/16/40 (d)	583		588
Series 2010-H17 Class FA, 0.486% 7/20/60 (d)(f)	3,178		3,156
Series 2010-H18 Class AF, 0.451% 9/20/60 (d)(f)	3,510		3,480
Series 2010-H19 Class FG, 0.4552% 8/20/60 (d)(f)	4,392		4,356
Series 2010-H27 Series FA, 0.5352% 12/20/60 (d)(f)	1,052		1,046
Series 2011-H05 Class FA, 0.6552% 12/20/60 (d)(f)	2,100		2,100
Series 2011-H07 Class FA, 0.6552% 2/20/61 (d)(f)	3,780		3,781
Series 2011-H12 Class FA, 0.6452% 2/20/61 (d)(f)	4,490		4,489
Series 2011-H13 Class FA, 0.6552% 4/20/61 (d)(f)	1,747		1,747
Series 2011-H14:
Class FB, 0.6552% 5/20/61 (d)(f)	1,965		1,970
Class FC, 0.6552% 5/20/61 (d)(f)	1,857		1,861
Series 2011-H17 Class FA, 0.6852% 6/20/61 (d)(f)	2,399		2,403
Series 2011-H21 Class FA, 0.7552% 10/20/61 (d)(f)	2,346		2,356
Series 2012-H01 Class FA, 0.8552% 11/20/61 (d)(f)	1,955		1,971
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Government Agency - continued
Ginnie Mae guaranteed REMIC pass-thru certificates: - continued
floater:
Series 2012-H03 Class FA, 0.8552% 1/20/62 (d)(f)	$ 1,211		$ 1,221
Series 2012-H06 Class FA, 0.7852% 1/20/62 (d)(f)	1,830		1,840
Series 2012-H07 Class FA, 0.7852% 3/20/62 (d)(f)	1,121		1,129
floater sequential payer Series 2011-150 Class D, 3% 4/20/37	173		175
planned amortization class:
Series 2010-112 Class PM, 3.25% 9/20/33	90		91
Series 2010-99 Class PT, 3.5% 8/20/33	115		116
Series 2011-136 Class WI, 4.5% 5/20/40 (e)	945		166
Series 2011-68 Class EC, 3.5% 4/20/41	1,692		1,784
Series 1999-18 Class Z, 6.25% 5/16/29	1,756		1,978
Series 2010-H13 Class JA, 5.46% 10/20/59 (f)	7,916		8,363
Series 2010-H15 Class TP, 5.15% 8/20/60 (f)	4,398		4,827
Series 2010-H17 Class XP, 5.3001% 7/20/60 (d)(f)	5,649		6,188
Series 2010-H18 Class PL, 5.01% 9/20/60 (d)(f)	4,206		4,605
Series 2012-64 Class KB, 4.0807% 5/20/41 (d)	519		586
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $127,458)		128,945
Commercial Mortgage Securities - 4.1%

Freddie Mac:
pass thru-certificates floater Series KF01 Class A, 0.505% 4/25/19 (d)	1,481		1,483
pass-thru certificates sequential payer Series K011 Class A2, 4.084% 11/25/20	780		857
sequential payer:
Series K006 Class A2, 4.251% 1/25/20	5,360		5,911
Series K009 Class A2, 3.808% 8/25/20	6,820		7,383
Series K034 Class A1, 2.669% 2/25/23	3,247		3,337
Series K032 Class A1, 3.016% 2/25/23	5,843		6,099
Series K501 Class A2, 1.655% 11/25/16	2,080		2,113
Series K714 Class A2, 3.097% 10/25/20	6,000		6,266
TOTAL COMMERCIAL MORTGAGE SECURITIES (Cost $33,067)		33,449
Foreign Government and Government Agency Obligations - 3.7%
	Principal Amount (000s)		Value (000s)
Israeli State (guaranteed by U.S. Government through Agency for International Development):
5.5% 9/18/23	$ 4,251		$ 5,222
5.5% 12/4/23	10,710		13,176
Jordanian Kingdom 2.503% 10/30/20	8,609		8,747
Ukraine Government 1.844% 5/16/19	3,198		3,196
TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $28,724)		30,341

Cash Equivalents - 4.9%
	Maturity Amount (000s)
Investments in repurchase agreements in a joint trading account at 0.06%, dated 8/29/14 due 9/2/14:
(Collateralized by U.S. Government Obligations) #	$ 11,179		11,179
(Collateralized by U.S. Government Obligations) # (g)	29,606		29,606
TOTAL CASH EQUIVALENTS (Cost $40,785)		40,785

Purchased Swaptions - 0.0%
	Expiration Date	Notional Amount (000s)
Put Options - 0.0%
Option on an interest rate swap with JP Morgan Chase Bank, N.A. to pay a fixed rate of 3.3825% and receive a floating rate based on 3-month LIBOR (Cost $267)	1/13/15	$ 8,939	10

TOTAL INVESTMENT PORTFOLIO - 104.4%

(Cost $847,507)

859,247

NET OTHER ASSETS (LIABILITIES) - (4.4)%

(36,019)

NET ASSETS - 100%

$ 823,228

Futures Contracts
	Expiration Date	Underlying Face Amount at Value (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Purchased
Treasury Contracts
19 CBOT 10 Year U.S. Treasury Note Contracts	Dec. 2014	$ 2,390	$ 7
193 CBOT 2 Year U.S. Treasury Note Contracts	Jan. 2015	42,276	(34)
146 CBOT 5 Year U.S. Treasury Note Contracts	Dec. 2014	17,350	(4)
63 CBOT Long Term U.S. Treasury Bond Contracts	Dec. 2014	8,826	118
TOTAL TREASURY CONTRACTS		$ 70,842	$ 87
Sold
Treasury Contracts
53 CBOT Ultra Long Term U.S. Treasury Bond Contracts	Dec. 2014	8,242	(74)
TOTAL TREASURY CONTRACTS		$ 8,242	$ (74)
		$ 79,084	$ 13

The face value of futures purchased as a percentage of net assets is 8.6%

The face value of futures sold as a percentage of net assets is 1%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $90,968,122.

Swaps
Clearinghouse/ Counterparty(1)	Expiration Date	Notional Amount (000s)	Payment Received	Payment Paid	Value (000s)	Upfront Premium Received/ (Paid)(2) (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Interest Rate Swaps
CME	Sep. 2016	$ 2,392	3-month LIBOR	1%	$ -	$ 0	$ -
CME	Sep. 2019	1,425	3-month LIBOR	2.25%	(11)	0	(11)
Swaps - continued
Clearinghouse/ Counterparty(1)	Expiration Date	Notional Amount (000s)	Payment Received	Payment Paid	Value (000s)	Upfront Premium Received/ (Paid)(2) (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Interest Rate Swaps - continued
CME	Sep. 2024	$ 14,041	3-month LIBOR	3.25%	$ (419)	$ 0	$ (419)
CME	Sep. 2044	220	4%	3-month LIBOR	19	0	19
TOTAL INTEREST RATE SWAPS					$ (411)	$ 0	$ (411)

(1) Swaps with CME Group (CME) are centrally cleared over-the-counter (OTC) swaps.

(2) Any premiums for centrally cleared OTC swaps are recorded periodically throughout the term of the swap to variation margin and included in unrealized appreciation (depreciation).

For the period, the average monthly notional amount for swaps in the aggregate was $24,488,231.

Legend

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

(b) 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 $223,000.

(c) Security or a portion of the security was pledged to cover margin requirements for centrally cleared OTC swaps. At period end, the value of securities pledged amounted to $655,000.

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

(e) 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.

(f) Represents an investment in an underlying pool of reverse mortgages which typically do not require regular principal and interest payments as repayment is deferred until a maturity event.

(g) Includes investment made with cash collateral received for securities on loan.

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

Repurchase Agreement / Counterparty	Value (Amounts in thousands)
$11,179,000 due 9/02/14 at 0.06%
Commerz Markets LLC	11,179
	$ 11,179
$29,606,000 due 9/02/14 at 0.06%
Commerz Markets LLC	$ 25,587
HSBC Securities (USA), Inc.	4,019
	$ 29,606

* Amount represents less than $1,000.

Other Information

The following is a summary of the inputs used, as of August 31, 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:
U.S. Government and Government Agency Obligations	$ 542,545	$ -	$ 542,545	$ -
U.S. Government Agency - Mortgage Securities	83,172	-	83,172	-
Collateralized Mortgage Obligations	128,945	-	128,945	-
Commercial Mortgage Securities	33,449	-	33,449	-
Foreign Government and Government Agency Obligations	30,341	-	30,341	-
Cash Equivalents	40,785	-	40,785	-
Purchased Swaptions	10	-	10	-
Total Investments in Securities:	$ 859,247	$ -	$ 859,247	$ -
Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Other Derivative Instruments:
Assets
Futures Contracts	$ 125	$ 125	$ -	$ -
Swaps	19	-	19	-
Total Assets	$ 144	$ 125	$ 19	$ -
Liabilities
Futures Contracts	$ (112)	$ (112)	$ -	$ -
Swaps	(430)	-	(430)	-
Total Liabilities	$ (542)	$ (112)	$ (430)	$ -
Total Other Derivative Instruments:	$ (398)	$ 13	$ (411)	$ -

Primary Risk Exposure / Derivative Type (Amount in thousands)	Value
	Asset	Liability
Interest Rate Risk
Futures Contracts (a)	$ 125	$ (112)
Purchased Swaptions (b)	10	-
Swaps (c)	19	(430)
Total Interest Rate Risk	154	(542)
Total Value of Derivatives	$ 154	$ (542)

(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) Gross value is included in the Statement of Assets and Liabilities in the investments, at value line-item.

(c) For centrally cleared OTC swaps, reflects gross cumulative appreciation (depreciation) as presented in the Schedule of Investments. For centrally cleared OTC swaps, 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.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)	August 31, 2014

Assets
Investment in securities, at value (including securities loaned of $29,014 and repurchase agreements of $40,785) - See accompanying schedule: Unaffiliated issuers (cost $847,507)		$ 859,247
Cash		1
Receivable for investments sold		676
Receivable for fund shares sold		434
Interest receivable		3,788
Receivable for daily variation margin for derivative instruments		24
Total assets		864,170

Liabilities
Payable for investments purchased	$ 10,497
Payable for fund shares redeemed	427
Distributions payable	101
Accrued management fee	214
Other affiliated payables	97
Collateral on securities loaned, at value	29,606
Total liabilities		40,942

Net Assets		$ 823,228
Net Assets consist of:
Paid in capital		$ 814,134
Distributions in excess of net investment income		(1,194)
Accumulated undistributed net realized gain (loss) on investments		(1,054)
Net unrealized appreciation (depreciation) on investments		11,342
Net Assets, for 77,107 shares outstanding		$ 823,228
Net Asset Value, offering price and redemption price per share ($823,228 ÷ 77,107 shares)		$ 10.68

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended August 31, 2014

Investment Income
Interest		$ 14,680

Expenses
Management fee	$ 2,690
Transfer agent fees	863
Fund wide operations fee	328
Independent trustees' compensation	4
Miscellaneous	5
Total expenses before reductions	3,890
Expense reductions	(8)	3,882
Net investment income (loss)		10,798
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	5,355
Futures contracts	445
Swaps	(1,211)
Total net realized gain (loss)		4,589
Change in net unrealized appreciation (depreciation) on: Investment securities	8,081
Futures contracts	209
Swaps	(411)
Delayed delivery commitments	(235)
Total change in net unrealized appreciation (depreciation)		7,644
Net gain (loss)		12,233
Net increase (decrease) in net assets resulting from operations		$ 23,031

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Year ended August 31, 2014	Year ended August 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 10,798	$ 11,161
Net realized gain (loss)	4,589	402
Change in net unrealized appreciation (depreciation)	7,644	(27,887)
Net increase (decrease) in net assets resulting from operations	23,031	(16,324)
Distributions to shareholders from net investment income	(10,539)	(11,164)
Distributions to shareholders from net realized gain	(4,764)	(21,882)
Total distributions	(15,303)	(33,046)
Share transactions Proceeds from sales of shares	81,769	95,288
Reinvestment of distributions	13,634	30,041
Cost of shares redeemed	(196,207)	(291,579)
Net increase (decrease) in net assets resulting from share transactions	(100,804)	(166,250)
Total increase (decrease) in net assets	(93,076)	(215,620)

Net Assets
Beginning of period	916,304	1,131,924
End of period (including distributions in excess of net investment income of $1,194 and distributions in excess of net investment income of $238, respectively)	$ 823,228	$ 916,304
Other Information Shares
Sold	7,699	8,789
Issued in reinvestment of distributions	1,284	2,765
Redeemed	(18,482)	(26,986)
Net increase (decrease)	(9,499)	(15,432)

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

Annual Report

Financial Highlights

Years ended August 31,	2014	2013	2012	2011 ^D	2011 ^F	2010 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 10.58	$ 11.09	$ 11.12	$ 10.97	$ 11.10	$ 10.80
Income from Investment Operations
Net investment income (loss)^C	.133	.116	.128	.013	.171	.214
Net realized and unrealized gain (loss)	.153	(.294)	.159	.151	.155	.423
Total from investment operations	.286	(.178)	.287	.164	.326	.637
Distributions from net investment income	(.130)	(.116)	(.129)	(.014)	(.172)	(.212)
Distributions from net realized gain	(.056)	(.216)	(.188)	-	(.284)	(.125)
Total distributions	(.186)	(.332)	(.317)	(.014)	(.456)	(.337)
Net asset value, end of period	$ 10.68	$ 10.58	$ 11.09	$ 11.12	$ 10.97	$ 11.10
Total Return^B	2.72%	(1.66)%	2.63%	1.49%	3.04%	6.02%
Ratios to Average Net Assets ^E
Expenses before reductions	.45%	.45%	.45%	.45% ^A	.45%	.45%
Expenses net of fee waivers, if any	.45%	.45%	.45%	.45% ^A	.45%	.45%
Expenses net of all reductions	.45%	.45%	.45%	.45% ^A	.45%	.45%
Net investment income (loss)	1.25%	1.07%	1.16%	1.37% ^A	1.57%	1.98%
Supplemental Data
Net assets, end of period (in millions)	$ 823	$ 916	$ 1,132	$ 1,206	$ 1,191	$ 1,417
Portfolio turnover rate	153%	179%	198%	258% ^A	339%	227%

^A Annualized

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

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

^D For the one month period ended August 31. The Fund changed its fiscal year end from July 31 to August 31, effective August 31, 2011.

^E Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the Fund 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 expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

^F For the period ended July 31.

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

Annual Report

Notes to Financial Statements

For the period ended August 31, 2014

(Amounts in thousands except percentages)

1. Organization.

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

2. 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 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)

Annual Report

2. Significant Accounting Policies - continued

Investment Valuation - continued

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

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Foreign government and government agency obligations and U.S. government and government agency obligations, are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. Collateralized mortgage obligations, commercial mortgage securities and U.S. government agency mortgage securities, are 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. Brokers which make markets in asset backed securities, collateralized mortgage obligations and commercial mortgage securities may also consider such factors as the structure of the issue, cash flow assumptions, the value of underlying assets as well as any guarantees. 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. Options traded over-the-counter are valued using broker-supplied valuations and are categorized as Level 2 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 August 31, 2014, is included at the end of the Fund's Schedule of Investments.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

2. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable.

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

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. As of August 31, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. 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.

Dividends are declared and recorded daily and paid monthly from net investment income. Distributions from realized gains, if any, are declared and recorded on the ex-dividend date. 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, swaps, market discount, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales, futures transactions and excise tax regulations.

Annual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 12,981
Gross unrealized depreciation	(2,083)
Net unrealized appreciation (depreciation) on securities	$ 10,898

Tax Cost	$ 848,349

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$ -
Capital loss carryforward	$ (937)
Net unrealized appreciation (depreciation) on securities and other investments	$ 10,591

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration
No expiration
Short-term	$ (937)
Total no expiration	(937)
Total capital loss carryforward	$ (937)

At the prior fiscal period end, the Fund was required to defer approximately $9,466 of losses on futures contracts.

The tax character of distributions paid was as follows:

	August 31, 2014	August 31, 2013
Ordinary Income	$ 11,121	$ 17,849
Long-term Capital Gains	4,182	15,197
Total	$ 15,303	$ 33,046

Repurchase Agreements. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), the Fund along with other registered investment companies having management contracts with Fidelity Management & Research

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

2. Significant Accounting Policies - continued

Repurchase Agreements - continued

Company (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.

3. 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, options 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.

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

Interest Rate Risk

Interest rate risk relates to the fluctuations in the value of interest-bearing securities due to changes in the prevailing levels of market interest rates.

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3. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

options, 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 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. Counterparty credit risk related to centrally cleared OTC swaps may be mitigated by the protection provided by the clearinghouse.

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.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Derivative Instruments - continued

Net Realized Gain (Loss) and Change in Net Unrealized Appreciation (Depreciation) on Derivatives - continued

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)
Interest Rate Risk
Futures Contracts	$ 445	$ 209
Purchased Options	362	257
Swaps	(1,211)	(411)
Totals (a)	$ (404)	$ 55

(a) A summary of the value of derivatives by primary risk exposure as of period end, if any, 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 bond market and fluctuations in interest rates.

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.

Options. Options give the purchaser the right, but not the obligation, to buy (call) or sell (put) an underlying security or financial instrument at an agreed exercise or strike price between or on certain dates. Options obligate the seller (writer) to buy (put) or sell (call) an underlying instrument at the exercise or strike price or cash settle an underlying derivative instrument if the holder exercises the option on or before the expiration date. The Fund uses OTC options, such as swaptions, which are options where

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3. Derivative Instruments - continued

Options - continued

the underlying instrument is a swap, to manage its exposure to the market fluctuations in interest rates.

Upon entering into an options contract, a fund will pay or receive a premium. Premiums paid on purchased options are reflected as cost of investments and premiums received on written options are reflected as a liability on the Statement of Assets and Liabilities. Certain options may be purchased or written with premiums to be paid or received on a future date. Options are valued daily and any unrealized appreciation (depreciation) is reflected on the Statement of Assets and Liabilities. When an option is exercised, the cost or proceeds of the underlying instrument purchased or sold is adjusted by the amount of the premium. When an option is closed the Fund will realize a gain or loss depending on whether the proceeds or amount paid for the closing sale transaction is greater or less than the premium received or paid. When an option expires, gains and losses are realized to the extent of premiums received and paid, respectively. The net realized and unrealized gains (losses) on purchased options are included on the Statement of Operations in net realized gain (loss) and change in net unrealized appreciation (depreciation) on investment securities. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on written options are reflected separately on the Statement of Operations.

Any open options at period end are presented in the Schedule of Investments under the captions "Purchased Options," "Purchased Swaptions," "Written Options" and "Written Swaptions," as applicable, and are representative of volume of activity during the period.

Writing puts and buying calls tend to increase exposure to the underlying instrument while buying puts and writing calls tend to decrease exposure to the underlying instrument. For purchased options, risk of loss is limited to the premium paid, and for written options, risk of loss is the change in value in excess of the premium received.

Swaps. A swap is a contract between two parties to exchange future cash flows at periodic intervals based on a notional principal amount. A centrally cleared OTC swap is a transaction executed between a fund and a dealer counterparty, then cleared by a futures commission merchant (FCM) through a clearinghouse. Once cleared, the clearinghouse serves as a central counterparty, with whom a fund exchanges cash flows for the life of the transaction, similar to transactions in futures contracts.

Centrally cleared OTC swaps require a fund to deposit either cash or securities (initial margin) with the FCM, at the instruction of and for the benefit of the clearinghouse. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments. Centrally cleared OTC swaps are marked-to-market daily and subsequent payments (variation margin) are made or received depending on the daily fluctuations

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Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Derivative Instruments - continued

Swaps - continued

in the value of the swaps and are recorded as unrealized appreciation or (depreciation). These daily payments, if any, are included in receivable or payable for daily variation margin for derivative instruments in the Statement of Assets and Liabilities. Any premiums for centrally cleared OTC swaps are recorded periodically throughout the term of the swap to variation margin and included in unrealized appreciation (depreciation) in the Statement of Assets and Liabilities. Any premiums are recognized as realized gain (loss) upon termination or maturity of the swap.

Payments are exchanged at specified intervals, accrued daily commencing with the effective date of the contract and recorded as realized gain or (loss). Some swaps may be terminated prior to the effective date and realize a gain or loss upon termination. 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."

Interest Rate Swaps. Interest rate swaps are agreements between counterparties to exchange cash flows, one based on a fixed rate, and the other on a floating rate. The Fund entered into interest rate swaps to manage its exposure to interest rate changes. Changes in interest rates can have an effect on both the value of bond holdings as well as the amount of interest income earned. In general, the value of bonds can fall when interest rates rise and can rise when interest rates fall.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $12,326 and $781, respectively.

5. 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 .20% of the Fund's average net assets and an annualized group fee rate that averaged .11% 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 annual management fee rate was .31% of the Fund's average net assets.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives an asset-based fee of .10% of the Fund's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Fund Wide Operations Fee. Pursuant to the Fund Wide Operations and Expense Agreement (FWOE), the investment adviser has agreed to provide for fund level expenses (which do not include transfer agent, compensation of the independent Trustees, interest (including commitment fees), taxes or extraordinary expenses, if any) in return for a FWOE fee equal to .35% less the total amount of the management fee. The FWOE paid by the Fund is reduced by an amount equal to the fees and expenses paid to the independent Trustees. For the period, the FWOE fee was equivalent to an annual rate of .04% of average net assets.

6. 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 $2 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. 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. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. 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. Security lending income is

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Notes to Financial Statements - continued

(Amounts in thousands except percentages)

7. Security Lending - continued

presented in the Statement of Operations as a component of interest income. Total security lending income during the period amounted to $55.

8. Expense Reductions.

The investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $8.

9. 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.

Annual Report

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Intermediate Government Income Fund (a fund of Fidelity Income Fund) at August 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Intermediate Government Income Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 20, 2014

Annual Report

Trustees and Officers

The Trustees and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for Elizabeth S. Acton and James C. Curvey, each of the Trustees oversees 233 funds. Ms. Acton oversees 215 funds. Mr. Curvey oversees 406 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund (Independent Trustee), shall retire not later than the last day of the month in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers hold office without limit in time, except that any officer may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Albert R. Gamper, Jr. serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may invest in Fidelity funds that are overseen by such other Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates, and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations and Audit Committees. In addition, an ad hoc Board committee of Independent Trustees has worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

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

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Abigail P. Johnson (1961)
Year of Election or Appointment: 2009 Trustee Chairman of the Board of Trustees
	Ms. Johnson also serves as Trustee of other Fidelity funds. Ms. Johnson serves as President of FMR LLC (2013-present), President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (2011-present), Chairman and Director of FMR (2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

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

⁺ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Elizabeth S. Acton (1951)
Year of Election or Appointment: 2013 Trustee
	Ms. Acton also serves as Trustee or Member of the Advisory Board of other Fidelity funds. Prior to her retirement in April 2012, Ms. Acton was Executive Vice President, Finance (2011-2012), Executive Vice President, Chief Financial Officer (2002-2011), and Treasurer (2004-2005) of Comerica Incorporated (financial services). Prior to joining Comerica, Ms. Acton held a variety of positions at Ford Motor Company (1983-2002), including Vice President and Treasurer (2000-2002) and Executive Vice President and Chief Financial Officer of Ford Motor Credit Company (1998-2000). Ms. Acton currently serves as a member of the Board of Directors and Audit and Finance Committees of Beazer Homes USA, Inc. (homebuilding, 2012-present).
Albert R. Gamper, Jr. (1942)
Year of Election or Appointment: 2006 Trustee Chairman of the Independent Trustees
	Mr. Gamper also serves as Trustee of other Fidelity funds. Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Barnabas Health Care System. Previously, Mr. Gamper served as Vice Chairman of the Independent Trustees of certain Fidelity funds (2011-2012) and as Chairman of the Board of Governors, Rutgers University (2004-2007).
Robert F. Gartland (1951)
Year of Election or Appointment: 2010 Trustee
	Mr. Gartland also serves as Trustee of other Fidelity funds. Mr. Gartland is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Previously, Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).
Arthur E. Johnson (1947)
Year of Election or Appointment: 2008 Trustee
	Mr. Johnson also serves as Trustee of other Fidelity funds. Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present), AGL Resources, Inc. (holding company, 2002-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Ms. Abigail P. Johnson.
Michael E. Kenneally (1954)
Year of Election or Appointment: 2009 Trustee
	Mr. Kenneally also serves as Trustee of other Fidelity funds. Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity funds before joining the Board of Trustees (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management. Before joining Credit Suisse, he was an Executive Vice President and Chief Investment Officer for Bank of America Corporation. Earlier roles at Bank of America included Director of Research, Senior Portfolio Manager and Research Analyst, and Mr. Kenneally was awarded the Chartered Financial Analyst (CFA) designation in 1991.
James H. Keyes (1940)
Year of Election or Appointment: 2007 Trustee
	Mr. Keyes also serves as Trustee of other Fidelity funds. Mr. Keyes serves as a member of the Board and Non-Executive Chairman of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002). Previously, Mr. Keyes served as a member of the Board of Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, 1998-2013). Prior to his retirement, Mr. Keyes served as Chairman (1993-2002) and Chief Executive Officer (1988-2002) of Johnson Controls (automotive, building, and energy) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).
Marie L. Knowles (1946)
Year of Election or Appointment: 2001 Trustee Vice Chairman of the Independent Trustees
	Ms. Knowles also serves as Trustee of other Fidelity funds. Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007), URS Corporation (engineering and construction, 2000-2003) and America West (airline, 1999-2002).
Kenneth L. Wolfe (1939)
Year of Election or Appointment: 2005 Trustee
	Mr. Wolfe also serves as Trustee of other Fidelity funds. Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009). Mr. Wolfe previously served as Chairman of the Independent Trustees of other Fidelity funds (2008-2012).

Officers:

Correspondence intended for each officer may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Robert P. Brown (1963)
Year of Election or Appointment: 2012 Vice President of Fidelity's Bond Funds
	Mr. Brown also serves as Vice President of other funds. Mr. Brown serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2010-present), President, Bond Group of FMR (2011-present), Director and Managing Director, Research of Fidelity Management & Research (U.K.) Inc. (2008-present), and is an employee of Fidelity Investments. Previously, Mr. Brown served as President, Money Market Group of FMR (2010-2011) and Vice President of Fidelity's Money Market Funds (2010-2012).
Marc Bryant (1966)
Year of Election or Appointment: 2013 Assistant Secretary
	Mr. Bryant also serves as an officer of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC. Previously, Mr. Bryant served as Secretary and Chief Legal Officer of Fidelity Rutland Square Trust II (2010-2014). Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2013 President and Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Nancy D. Prior (1967)
Year of Election or Appointment: 2014 Vice President
	Ms. Prior also serves as Vice President of other funds. Ms. Prior serves as President, Fixed Income (2014-present), Vice Chairman of Pyramis Global Advisors, LLC (2014-present), and is an employee of Fidelity Investments (2002-present). Previously, Ms. Prior served as Vice President of Fidelity's Money Market Funds (2012-2014), President, Money Market and Short Duration Bond of FMR (2013-2014), President, Money Market Group of FMR (2011-2014), Managing Director of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of other Fidelity funds (2008-2009).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2009 Assistant Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2013 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Assistant Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Michael H. Whitaker (1967)
Year of Election or Appointment: 2008 Chief Compliance Officer
	Mr. Whitaker also serves as Chief Compliance Officer of other funds. Mr. Whitaker also serves as Compliance Officer of Fidelity Investments Money Management, Inc. (2014-present) and is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

A total of 53.74% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund designates $6,575,382 of distributions paid during the period January 1, 2014 to August 31, 2014 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

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

Fidelity Investments
Money Management, Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

Fidelity Automated Service
Telephone (FAST®) aaa3036349
1-800-544-5555

Automated line for quickest service

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

SLM-UANN-1014
1.844592.107

Fidelity®

Government Income

Fund

Annual Report

August 31, 2014

(Fidelity Cover Art)

Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Managers' review of fund performance and strategy.
Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	(Click Here)
Trustees and Officers	(Click Here)
Distributions	(Click Here)

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.

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended August 31, 2014	Past 1 year	Past 5 years	Past 10 years
Fidelity® Government Income Fund	4.45%	3.42%	4.35%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Government Income Fund, a class of the fund, on August 31, 2004. The chart shows how the value of your investment would have changed, and also shows how the Barclays® U.S. Government Bond Index performed over the same period.

aaa3036362

Annual Report

Management's Discussion of Fund Performance

Comments from William Irving and Franco Castagliuolo, Lead Portfolio Manager and Co-Portfolio Manager, respectively, of Fidelity® Government Income Fund: For the year, the fund's Retail Class shares rose 4.45%, while the Barclays® 75% U.S. Government/25% U.S. MBS Blended Index returned 4.01%. The fund's performance was boosted by its significant overweighting in mortgage-backed securities (MBS). The yield advantage of agency MBS helped them significantly outperform similar-duration U.S. Treasury securities, in which the fund was meaningfully underweighted. Our picks among MBS were advantageous as well, led by our overweighting in higher-coupon securities, which benefited from renewed investor demand as prepayments slowed. We trimmed our exposure to premiums based on our view that those we sold had reached their full value. An overweighting in agency commercial mortgage-backed securities (CMBS) issued by Freddie Mac also proved a sound strategy. Our out-of-benchmark stake in reverse mortgages was a plus. To manage various risks in the portfolio, we held certain derivatives contracts. On balance, the fund's derivatives holdings were a modest plus. An underweighting in agency debentures was a slight detractor from relative performance.

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2014 to August 31, 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.

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value March 1, 2014	Ending Account Value August 31, 2014	Expenses Paid During Period* March 1, 2014 to August 31, 2014
Class A	.77%
Actual		$ 1,000.00	$ 1,020.40	$ 3.92
Hypothetical^A		$ 1,000.00	$ 1,021.32	$ 3.92
Class T	.76%
Actual		$ 1,000.00	$ 1,020.50	$ 3.87
Hypothetical^A		$ 1,000.00	$ 1,021.37	$ 3.87
Class B	1.49%
Actual		$ 1,000.00	$ 1,016.80	$ 7.57
Hypothetical^A		$ 1,000.00	$ 1,017.69	$ 7.58
Class C	1.53%
Actual		$ 1,000.00	$ 1,016.60	$ 7.78
Hypothetical^A		$ 1,000.00	$ 1,017.49	$ 7.78
Government Income	.45%
Actual		$ 1,000.00	$ 1,021.10	$ 2.29
Hypothetical^A		$ 1,000.00	$ 1,022.94	$ 2.29
Institutional Class	.50%
Actual		$ 1,000.00	$ 1,021.80	$ 2.55
Hypothetical^A		$ 1,000.00	$ 1,022.68	$ 2.55

^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 184/365 (to reflect the one-half year period). The fees and expenses of the underlying Fidelity Central Funds in which the Fund invests are not included in 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%.

Annual 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.

Coupon Distribution as of August 31, 2014
	% of fund's investments	% of fund's investments 6 months ago
Zero coupon bonds	0.0^†	0.0^†
0.01 - 0.99%	16.8	17.6
1 - 1.99%	15.4	12.3
2 - 2.99%	10.6	10.2
3 - 3.99%	18.7	20.8
4 - 4.99%	19.2	18.0
5 - 5.99%	13.6	14.6
6 - 6.99%	1.5	1.8
7% and above	0.3	0.3

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

Weighted Average Maturity as of August 31, 2014
		6 months ago
Years	5.9	6.1

Duration as of August 31, 2014
		6 months ago
Years	4.5	4.8

^† Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
As of August 31, 2014*			As of February 28, 2014**
	Mortgage Securities 29.4%			Mortgage Securities 29.3%
	CMOs and Other Mortgage Related Securities 18.0%			CMOs and Other Mortgage Related Securities 21.4%
	U.S. Treasury Obligations 43.7%			U.S. Treasury Obligations 40.2%
	U.S. Government Agency Obligations^† 3.4%			U.S. Government Agency Obligations^† 4.0%
	Foreign Government & Government Agency Obligations 3.7%			Foreign Government & Government Agency Obligations 3.1%
	Short-Term Investments and Net Other Assets (Liabilities) 1.8%			Short-Term Investments and Net Other Assets (Liabilities) 2.0%
* Foreign investments		3.7%	** Foreign investments		3.1%
* Futures and Swaps		4.3%	** Futures and Swaps		1.7%

aaa3036376

^† Includes NCUA Guaranteed Notes.

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 investments in underlying non-money market Fidelity Central Funds, is available at fidelity.com and/or advisor.fidelity.com, as applicable.

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

Annual Report

Investments August 31, 2014

Showing Percentage of Net Assets

U.S. Government and Government Agency Obligations - 47.1%
	Principal Amount (000s)		Value (000s)
U.S. Government Agency Obligations - 1.1%
Fannie Mae:
0.875% 2/8/18	$ 266		$ 262
1.625% 11/27/18	913		915
Small Business Administration guaranteed development participation certificates:
Series 2002-20J Class 1, 4.75% 10/1/22	1,891		1,994
Series 2002-20K Class 1, 5.08% 11/1/22	3,197		3,442
Series 2004-20H Class 1, 5.17% 8/1/24	987		1,070
Tennessee Valley Authority:
1.75% 10/15/18	23,006		23,144
5.25% 9/15/39	2,807		3,502
5.375% 4/1/56	8,429		10,580
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS			44,909
U.S. Treasury Inflation-Protected Obligations - 0.3%
U.S. Treasury Inflation-Indexed Bonds 1.375% 2/15/44	11,760		13,450
U.S. Treasury Obligations - 43.4%
U.S. Treasury Bonds:
3.125% 8/15/44	1,500		1,514
3.375% 5/15/44	8,265		8,751
3.625% 2/15/44	85,308		94,519
4.375% 2/15/38	30,154		37,429
5% 5/15/37 (c)	41,142		55,503
9.875% 11/15/15 (d)	10,285		11,476
U.S. Treasury Notes:
0.25% 7/15/15	3		3
0.25% 4/15/16	61,378		61,270
0.25% 5/15/16	17,502		17,460
0.375% 1/15/16	93,453		93,599
0.375% 3/15/16	20,000		20,016
0.5% 7/31/16 (b)	99,121		99,167
0.625% 7/15/16	57,927		58,099
0.625% 8/15/16	44,206		44,313
0.625% 11/15/16	4,315		4,315
0.625% 12/15/16	1,129		1,128
0.625% 2/15/17	12,000		11,971
0.625% 4/30/18	37,435		36,572
0.75% 1/15/17	10,000		10,013
0.75% 6/30/17	3,736		3,720
0.875% 9/15/16	10,000		10,066
U.S. Government and Government Agency Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Treasury Obligations - continued
U.S. Treasury Notes: - continued
0.875% 11/30/16	$ 7,522		$ 7,561
0.875% 1/31/17	704		707
0.875% 5/15/17	15,893		15,908
0.875% 7/15/17	770		769
0.875% 8/15/17	715		714
0.875% 1/31/18	4,683		4,637
0.875% 7/31/19	6,174		5,952
1% 10/31/16	39,991		40,325
1% 5/31/18	22,215		21,969
1.25% 11/30/18	35,000		34,686
1.375% 11/30/15	470		477
1.375% 7/31/18	39,780		39,802
1.375% 9/30/18	17,526		17,499
1.375% 2/28/19	69,770		69,268
1.5% 12/31/18	10,768		10,771
1.5% 1/31/19	43,197		43,163
1.625% 4/30/19	30,639		30,699
1.625% 6/30/19	59,352		59,403
1.625% 7/31/19	12,000		12,001
1.625% 8/31/19	15,000		14,998
1.75% 7/31/15	4		4
1.75% 10/31/20	18,000		17,824
1.875% 8/31/17	47,000		48,245
1.875% 9/30/17	67,400		69,127
2% 5/31/21	10,000		9,988
2.125% 6/30/21	22,000		22,136
2.25% 3/31/21	17,358		17,639
2.25% 4/30/21	52,303		53,120
2.25% 7/31/21	40,000		40,559
2.375% 6/30/18	26,608		27,639
2.375% 8/15/24	15,000		15,042
2.5% 6/30/17	10,000		10,441
2.5% 5/15/24	134,180		136,107
2.75% 11/30/16	18,530		19,404
3.125% 1/31/17	39,773		42,063
3.5% 2/15/18	33,836		36,477
4.5% 5/15/17	24,685		27,084
4.75% 8/15/17	12,983		14,410
TOTAL U.S. TREASURY OBLIGATIONS			1,719,522
U.S. Government and Government Agency Obligations - continued
	Principal Amount (000s)		Value (000s)
Other Government Related - 2.3%
National Credit Union Administration Guaranteed Notes:
Series 2010-A1 Class A, 0.5085% 12/7/20 (NCUA Guaranteed) (e)	$ 5,640		$ 5,645
Series 2011-R4 Class 1A, 0.5369% 3/6/20 (NCUA Guaranteed) (e)	5,125		5,136
National Credit Union Administration Guaranteed Notes Master Trust 3.45% 6/12/21 (NCUA Guaranteed)	74,000		79,350
TOTAL OTHER GOVERNMENT RELATED			90,131
TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $1,828,894)		1,868,012
U.S. Government Agency - Mortgage Securities - 8.9%

Fannie Mae - 1.8%
1.85% 10/1/33 (e)	236		245
1.885% 2/1/33 (e)	164		171
1.91% 12/1/34 (e)	229		241
1.91% 3/1/35 (e)	159		166
1.93% 10/1/33 (e)	82		86
1.94% 7/1/35 (e)	79		84
2.04% 11/1/33 (e)	471		495
2.05% 3/1/35 (e)	17		18
2.053% 6/1/36 (e)	190		204
2.139% 3/1/36 (e)	729		790
2.141% 7/1/34 (e)	123		131
2.19% 3/1/37 (e)	115		122
2.319% 11/1/36 (e)	142		152
2.333% 3/1/35 (e)	104		111
2.362% 7/1/35 (e)	319		340
2.372% 5/1/36 (e)	211		226
2.421% 10/1/33 (e)	153		163
2.503% 2/1/36 (e)	273		293
2.542% 6/1/42 (e)	523		539
2.691% 2/1/42 (e)	2,959		3,068
2.771% 1/1/42 (e)	2,845		2,957
2.949% 11/1/40 (e)	308		323
2.982% 9/1/41 (e)	349		365
3.083% 10/1/41 (e)	176		184
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Fannie Mae - continued
3.162% 3/1/42 (e)	$ 14,095		$ 14,798
3.189% 1/1/44 (e)	11,886		12,328
3.23% 7/1/41 (e)	569		598
3.326% 10/1/41 (e)	287		301
3.488% 3/1/40 (e)	2,794		2,922
3.553% 7/1/41 (e)	576		610
4% 2/1/42	517		548
5% 9/1/22 to 12/1/22	13,206		14,292
5.5% 1/1/29	2,945		3,272
6.5% 2/1/17 to 8/1/36	9,522		10,960
9.5% 10/1/20	30		34
11.5% 6/15/19 to 1/15/21	11		12
			72,149
Freddie Mac - 0.6%
1.82% 3/1/35 (e)	572		595
2.121% 5/1/37 (e)	323		346
2.49% 6/1/35 (e)	461		492
2.498% 2/1/36 (e)	30		32
2.571% 7/1/36 (e)	429		460
2.673% 7/1/35 (e)	1,363		1,461
2.823% 3/1/33 (e)	24		25
3% 11/1/42 to 2/1/43	4,961		4,975
3.068% 10/1/35 (e)	241		258
3.084% 9/1/41 (e)	3,243		3,396
3.237% 4/1/41 (e)	350		367
3.237% 9/1/41 (e)	354		373
3.28% 6/1/41 (e)	449		472
3.469% 5/1/41 (e)	394		416
3.637% 6/1/41 (e)	584		617
3.677% 5/1/41 (e)	497		524
4.5% 5/1/39 to 10/1/41	5,064		5,532
5.5% 7/1/29	55		61
6% 1/1/24	2,378		2,621
9.5% 6/1/18 to 8/1/21	38		41
12% 3/1/15	0*		0*
			23,064
Ginnie Mae - 6.5%
4.3% 8/20/61 (i)	5,013		5,373
4.5% 3/15/25 to 6/15/25	8,967		9,701
4.515% 3/20/62 (i)	18,882		20,533
4.53% 10/20/62 (i)	5,270		5,769
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Ginnie Mae - continued
4.55% 5/20/62 (i)	$ 37,799		$ 41,177
4.556% 12/20/61 (i)	20,806		22,598
4.604% 3/20/62 (i)	11,105		12,107
4.626% 3/20/62 (i)	8,149		8,873
4.649% 2/20/62 (i)	3,551		3,870
4.65% 3/20/62 (i)	7,349		8,019
4.682% 2/20/62 (i)	4,537		4,945
4.684% 1/20/62 (i)	26,428		28,779
4.804% 3/20/61 (i)	13,241		14,311
4.834% 3/20/61 (i)	24,462		26,478
5% 4/20/41 to 6/20/41	86		95
5.47% 8/20/59 (i)	2,487		2,632
5.492% 4/20/60 (i)	22,756		25,034
5.5% 11/15/35	3,236		3,627
5.612% 4/20/58 (i)	4,535		4,671
6% 6/15/36	7,537		8,626
			257,218
TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES (Cost $345,233)		352,431
Collateralized Mortgage Obligations - 12.0%

U.S. Government Agency - 12.0%
Fannie Mae:
floater:
Series 2001-38 Class QF, 1.135% 8/25/31 (e)	152		155
Series 2002-49 Class FB, 0.755% 11/18/31 (e)	149		150
Series 2002-60 Class FV, 1.155% 4/25/32 (e)	64		65
Series 2002-75 Class FA, 1.155% 11/25/32 (e)	131		134
Series 2010-15 Class FJ, 1.085% 6/25/36 (e)	10,540		10,723
pass-thru certificates Series 2012-127 Class DH, 4% 11/25/27	4,788		5,082
planned amortization class:
Series 2003-113 Class PE, 4% 11/25/18	4,052		4,233
Series 2005-19 Class PA, 5.5% 7/25/34	3,867		4,231
Series 2005-27 Class NE, 5.5% 5/25/34	3,502		3,681
Series 2005-64 Class PX, 5.5% 6/25/35	3,747		4,099
Series 2006-45 Class OP, 0% 6/25/36 (h)	1,547		1,399
Series 2010-118 Class PB, 4.5% 10/25/40	7,053		7,555
Series 2011-126 Class KB, 4% 12/25/41	6,260		6,537
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Government Agency - continued
Fannie Mae: - continued
sequential payer:
Series 2003-117 Class MD, 5% 12/25/23	$ 1,762		$ 1,902
Series 2004-91 Class Z, 5% 12/25/34	10,562		11,601
Series 2005-117 Class JN, 4.5% 1/25/36	645		707
Series 2005-14 Class ZB, 5% 3/25/35	3,168		3,492
Series 2005-47 Class HK, 4.5% 6/25/20	5,877		6,196
Series 2006-72 Class CY, 6% 8/25/26	7,060		7,848
Series 2009-14 Class EB, 4.5% 3/25/24	5,648		5,984
Series 2009-59 Class HB, 5% 8/25/39	4,215		4,645
Series 2010-97 Class CX, 4.5% 9/25/25	10,813		12,006
Series 2009-85 Class IB, 4.5% 8/25/24 (g)	859		70
Series 2009-93 Class IC, 4.5% 9/25/24 (g)	1,276		102
Series 2010-139 Class NI, 4.5% 2/25/40 (g)	7,306		1,207
Series 2010-39 Class FG, 1.075% 3/25/36 (e)	6,397		6,555
Series 2010-97 Class CI, 4.5% 8/25/25 (g)	2,738		244
Freddie Mac:
floater:
Series 2530 Class FE, 0.755% 2/15/32 (e)	91		93
Series 2630 Class FL, 0.655% 6/15/18 (e)	101		101
Series 2682 Class FB, 1.055% 10/15/33 (e)	5,846		5,956
Series 2711 Class FC, 1.055% 2/15/33 (e)	3,717		3,772
planned amortization class:
Series 1141 Class G, 9% 9/15/21	86		100
Series 2006-3245 Class ME, 5.5% 6/15/35	1,763		1,791
Series 2356 Class GD, 6% 9/15/16	41		43
Series 2376 Class JE, 5.5% 11/15/16	270		281
Series 2381 Class OG, 5.5% 11/15/16	153		158
Series 2672 Class MG, 5% 9/15/23	7,120		7,817
Series 2682 Class LD, 4.5% 10/15/33	777		842
Series 2810 Class PD, 6% 6/15/33	48		49
Series 3415 Class PC, 5% 12/15/37	1,124		1,210
Series 3763 Class QA, 4% 4/15/34	3,380		3,559
planned amortization class sequential payer Series 2005-2963 Class VB, 5% 11/15/34	5,040		5,355
sequential payer:
Series 2004-2802 Class ZG, 5.5% 5/15/34	10,941		12,455
Series 2587 Class AD, 4.71% 3/15/33	5,785		6,287
Series 2773 Class HC, 4.5% 4/15/19	704		753
Series 2877 Class ZD, 5% 10/15/34	12,086		13,386
Series 3007 Class EW, 5.5% 7/15/25	8,875		9,881
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Government Agency - continued
Freddie Mac: - continued
sequential payer:
Series 3277 Class B, 4% 2/15/22	$ 5,900		$ 6,227
Series 3578 Class B, 4.5% 9/15/24	6,576		6,905
Series 3871 Class KB, 5.5% 6/15/41	13,870		15,832
Series 4181 Class LA, 3% 3/15/37	5,000		5,159
Ginnie Mae guaranteed REMIC pass-thru certificates:
floater:
Series 2008-2 Class FD, 0.6362% 1/20/38 (e)	475		479
Series 2008-73 Class FA, 1.0162% 8/20/38 (e)	3,262		3,324
Series 2008-83 Class FB, 1.0562% 9/20/38 (e)	3,328		3,394
Series 2009-108 Class CF, 0.755% 11/16/39 (e)	2,195		2,217
Series 2011-H21 Class FA, 0.7552% 10/20/61 (e)(i)	8,174		8,208
Series 2012-H01 Class FA, 0.8552% 11/20/61 (e)(i)	6,812		6,869
Series 2012-H03 Class FA, 0.8552% 1/20/62 (e)(i)	4,204		4,240
Series 2012-H06 Class FA, 0.7852% 1/20/62 (e)(i)	6,384		6,419
Series 2012-H07 Class FA, 0.7852% 3/20/62 (e)(i)	3,894		3,921
Series 2014-H02 Class FB, 0.8052% 12/20/63 (e)(i)	42,613		42,909
Series 2014-H03 Class FA, 0.7552% 1/20/64 (e)(i)	18,639		18,753
floater sequential payer Series 2011-150 Class D, 3% 4/20/37	799		810
planned amortization class:
Series 2010-112 Class PM, 3.25% 9/20/33	427		430
Series 2010-99 Class PT, 3.5% 8/20/33	547		550
sequential payer Series 2011-69 Class GX, 4.5% 5/16/40	10,205		11,095
Series 2010-H13 Class JA, 5.46% 10/20/59 (i)	13,102		13,843
Series 2010-H15 Class TP, 5.15% 8/20/60 (i)	20,341		22,326
Series 2010-H17 Class XP, 5.3001% 7/20/60 (e)(i)	26,688		29,239
Series 2010-H18 Class PL, 5.01% 9/20/60 (e)(i)	19,980		21,875
Series 2011-71:
Class ZB, 5.5% 8/20/34	23,800		27,192
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Government Agency - continued
Ginnie Mae guaranteed REMIC pass-thru certificates: - continued
Series 2011-71:
Class ZC, 5.5% 7/16/34	$ 21,992		$ 25,318
Series 2012-64 Class KB, 4.0807% 5/20/41 (e)	2,419		2,731
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $466,967)		474,757
Commercial Mortgage Securities - 3.2%

Freddie Mac:
pass thru-certificates floater Series KF01 Class A, 0.505% 4/25/19 (e)	5,352		5,360
pass-thru certificates sequential payer Series K011 Class A2, 4.084% 11/25/20	3,740		4,108
sequential payer:
Series K006 Class A2, 4.251% 1/25/20	24,840		27,395
Series K009 Class A2, 3.808% 8/25/20	32,528		35,214
Series K034 Class A1, 2.669% 2/25/23	15,253		15,675
Series K032 Class A1, 3.016% 2/25/23	27,448		28,653
Series K501 Class A2, 1.655% 11/25/16	9,650		9,803
TOTAL COMMERCIAL MORTGAGE SECURITIES (Cost $125,170)		126,208
Foreign Government and Government Agency Obligations - 3.7%

Israeli State (guaranteed by U.S. Government through Agency for International Development):
5.5% 9/18/23	72,266		88,769
5.5% 12/4/23	48		59
Jordanian Kingdom 2.503% 10/30/20	41,050		41,710
Ukraine Government 1.844% 5/16/19	15,277		15,269
TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $132,247)		145,807

Fixed-Income Funds - 22.9%
	Shares
Fidelity Mortgage Backed Securities Central Fund (f) (Cost $866,107)	8,387,564		909,967
Cash Equivalents - 5.1%
	Maturity Amount (000s)		Value (000s)
Investments in repurchase agreements in a joint trading account at 0.06%, dated 8/29/14 due 9/2/14:
(Collateralized by U.S. Government Obligations) #	$ 102,704		$ 102,703
(Collateralized by U.S. Government Obligations) # (a)	101,070		101,069
TOTAL CASH EQUIVALENTS (Cost $203,772)		203,772

Purchased Swaptions - 0.0%
	Expiration Date	Notional Amount (000s)
Put Options - 0.0%
Option on an interest rate swap with JP Morgan Chase Bank, N.A. to pay a fixed rate of 3.3825% and receive a floating rate based on 3-month LIBOR (Cost $1,266)	1/13/15	$ 42,345	50

TOTAL INVESTMENT PORTFOLIO - 102.9% (Cost $3,969,656)			4,081,004
NET OTHER ASSETS (LIABILITIES) - (2.9)%			(116,451)
NET ASSETS - 100%		$ 3,964,553
TBA Sale Commitments
	Principal Amount (000s)
Fannie Mae
3% 9/1/44 (Proceeds $13,965)	$ (14,300)		(14,232)

Futures Contracts
	Expiration Date	Underlying Face Amount at Value (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Purchased
Treasury Contracts
38 CBOT 10 Year U.S. Treasury Note Contracts	Dec. 2014	$ 4,780	$ 14
566 CBOT 2 Year U.S. Treasury Note Contracts	Jan. 2015	123,981	(98)
194 CBOT 5 Year U.S. Treasury Note Contracts	Dec. 2014	23,054	(5)
246 CBOT Long Term U.S. Treasury Bond Contracts	Dec. 2014	34,463	462
323 CBOT Ultra Long Term U.S. Treasury Bond Contracts	Dec. 2014	50,227	1,069
TOTAL TREASURY CONTRACTS		$ 236,505	$ 1,442

The face value of futures purchased as a percentage of net assets is 6%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $259,213,000.

Swaps
Interest Rate Swaps
Clearinghouse/ Counterparty(1)	Expiration Date	Notional Amount (000s)	Payment Received	Payment Paid	Value (000s)	Upfront Premium Received/ (Paid)(2) (000s)	Unrealized Appreciation/(Depreciation) (000s)
CME	Sep. 2016	$ 11,353	3-month LIBOR	1%	$ 2	$ 0	$ 2
CME	Sep. 2019	6,754	3-month LIBOR	2.25%	(55)	0	(55)
CME	Sep. 2024	25,110	3-month LIBOR	3.25%	(749)	0	(749)
CME	Sep. 2044	1,044	4%	3-month LIBOR	88	0	88
TOTAL INTEREST RATE SWAPS					$ (714)	$ 0	$ (714)

(1) Swaps with CME Group (CME) are centrally cleared over-the-counter (OTC) swaps.

(2) Any premiums for centrally cleared OTC swaps are recorded periodically throughout the term of the swap to variation margin and included in unrealized appreciation (depreciation).

Legend

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

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

(c) Security 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 $1,980,000.

(d) Security or a portion of the security was pledged to cover margin requirements for centrally cleared OTC swaps. At period end, the value of securities pledged amounted to $1,882,000.

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

(f) 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 and/or advisor.fidelity.com, as applicable. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(g) 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.

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

(i) Represents an investment in an underlying pool of reverse mortgages which typically do not require regular principal and interest payments as repayment is deferred until a maturity event.

* Amount represents less than $1,000.

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

Repurchase Agreement / Counterparty	Value (Amounts in thousands)
$102,703,000 due 9/02/14 at 0.06%
Commerz Markets LLC	$ 102,703
$101,069,000 due 9/02/14 at 0.06%
Commerz Markets LLC	$ 87,348
HSBC Securities (USA), Inc.	13,721
	$ 101,069

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 Mortgage Backed Securities Central Fund	$ 25,321

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 Mortgage Backed Securities Central Fund	$ 1,064,096	$ 25,321	$ 210,056	$ 909,967	8.5%

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
U.S. Government and Government Agency Obligations	$ 1,868,012	$ -	$ 1,868,012	$ -
Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
U.S. Government Agency - Mortgage Securities	$ 352,431	$ -	$ 352,431	$ -
Collateralized Mortgage Obligations	474,757	-	474,757	-
Commercial Mortgage Securities	126,208	-	126,208	-
Foreign Government and Government Agency Obligations	145,807	-	145,807	-
Fixed-Income Funds	909,967	909,967	-	-
Cash Equivalents	203,772	-	203,772	-
Purchased Swaptions	50	-	50	-
Total Investments in Securities:	$ 4,081,004	$ 909,967	$ 3,171,037	$ -
Other Derivative Instruments:
Assets
Futures Contracts	$ 1,545	$ 1,545	$ -	$ -
Swaps	90	-	90	-
Total Assets	$ 1,635	$ 1,545	$ 90	$ -
Liabilities
Futures Contracts	$ (103)	$ (103)	$ -	$ -
Swaps	$ (804)	$ -	$ (804)	$ -
Total Liabilities:	$ (907)	$ (103)	$ (804)	$ -
Total Other Derivative Instruments:	$ 728	$ 1,442	$ (714)	$ -
Other Financial Instruments:
TBA Sale Commitments	$ (14,232)	$ -	$ (14,232)	$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of August 31, 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	Value (Amounts in thousands)
	Asset	Liability
Interest Rate Risk
Futures Contracts (a)	$ 1,545	$ (103)
Purchased Swaptions (b)	50	-
Swaps (c)	90	(804)
Total Value of Derivatives	$ 1,685	$ (907)

(b) Gross value is included in the Statement of Assets and Liabilities in the investments, at value line-item.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	August 31, 2014

Assets
Investment in securities, at value (including securities loaned of $99,046 and repurchase agreements of $203,772) - See accompanying schedule: Unaffiliated issuers (cost $3,103,549)	$ 3,171,037
Fidelity Central Funds (cost $866,107)	909,967
Total Investments (cost $3,969,656)		$ 4,081,004
Cash		1
Receivable for investments sold, regular delivery		16,564
Receivable for TBA sale commitments		13,965
Receivable for fund shares sold		3,762
Interest receivable		12,975
Receivable from investment adviser for expense reductions		1
Other receivables		779
Total assets		4,129,051

Liabilities
Payable for investments purchased	$ 43,600
TBA sale commitments, at value	14,232
Payable for fund shares redeemed	2,835
Distributions payable	204
Accrued management fee	1,029
Distribution and service plan fees payable	147
Payable for daily variation margin for derivative instruments	97
Other affiliated payables	507
Other payables and accrued expenses	778
Collateral on securities loaned, at value	101,069
Total liabilities		164,498

Net Assets		$ 3,964,553
Net Assets consist of:
Paid in capital		$ 3,894,329
Distributions in excess of net investment income		(6,396)
Accumulated undistributed net realized gain (loss) on investments		(35,189)
Net unrealized appreciation (depreciation) on investments		111,809
Net Assets		$ 3,964,553

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	August 31, 2014

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($246,092 ÷ 23,505 shares)		$ 10.47

Maximum offering price per share (100/96.00 of $10.47)		$ 10.91
Class T: Net Asset Value and redemption price per share ($195,920 ÷ 18,716 shares)		$ 10.47

Maximum offering price per share (100/96.00 of $10.47)		$ 10.91
Class B: Net Asset Value and offering price per share ($8,687 ÷ 830 shares)^A		$ 10.47

Class C: Net Asset Value and offering price per share ($58,119 ÷ 5,552 shares)^A		$ 10.47

Government Income: Net Asset Value, offering price and redemption price per share ($3,157,293 ÷ 302,053 shares)		$ 10.45

Institutional Class: Net Asset Value, offering price and redemption price per share ($298,442 ÷ 28,509 shares)		$ 10.47

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

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended August 31, 2014

Investment Income
Interest		$ 61,602
Income from Fidelity Central Funds		25,321
Total income		86,923

Expenses
Management fee	$ 12,820
Transfer agent fees	4,671
Distribution and service plan fees	1,909
Fund wide operations fee	1,562
Independent trustees' compensation	18
Miscellaneous	17
Total expenses before reductions	20,997
Expense reductions	(25)	20,972
Net investment income (loss)		65,951
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	12,313
Fidelity Central Funds	6,345
Futures contracts	10,710
Swaps	(7,650)
Total net realized gain (loss)		21,718
Change in net unrealized appreciation (depreciation) on: Investment securities	87,694
Futures contracts	1,239
Swaps	(714)
Delayed delivery commitments	(872)
Total change in net unrealized appreciation (depreciation)		87,347
Net gain (loss)		109,065
Net increase (decrease) in net assets resulting from operations		$ 175,016

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Year ended August 31, 2014	Year ended August 31, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 65,951	$ 62,137
Net realized gain (loss)	21,718	(2,343)
Change in net unrealized appreciation (depreciation)	87,347	(204,263)
Net increase (decrease) in net assets resulting from operations	175,016	(144,469)
Distributions to shareholders from net investment income	(66,200)	(59,594)
Distributions to shareholders from net realized gain	(2,860)	(159,024)
Total distributions	(69,060)	(218,618)
Share transactions - net increase (decrease)	(454,179)	(779,262)
Total increase (decrease) in net assets	(348,223)	(1,142,349)

Net Assets
Beginning of period	4,312,776	5,455,125
End of period (including distributions in excess of net investment income of $6,396 and distributions in excess of net investment income of $880, respectively)	$ 3,964,553	$ 4,312,776

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

Annual Report

Financial Highlights - Class A

Years ended August 31,	2014	2013	2012	2011^H	2011^J	2010^J
Selected Per-Share Data
Net asset value, beginning of period	$ 10.20	$ 10.97	$ 10.90	$ 10.70	$ 10.84	$ 10.77
Income from Investment Operations
Net investment income (loss)^E	.138	.105	.141	.015	.199	.242
Net realized and unrealized gain (loss)	.278	(.454)	.327	.199	.108	.424
Total from investment operations	.416	(.349)	.468	.214	.307	.666
Distributions from net investment income	(.139)	(.099)	(.135)	(.014)	(.191)	(.231)
Distributions from net realized gain	(.007)	(.322)	(.263)	-	(.256)	(.365)
Total distributions	(.146)	(.421)	(.398)	(.014)	(.447)	(.596)
Net asset value, end of period	$ 10.47	$ 10.20	$ 10.97	$ 10.90	$ 10.70	$ 10.84
Total Return^{B, C, D}	4.10%	(3.29)%	4.39%	2.00%	2.94%	6.44%
Ratios to Average Net Assets^{F, I}
Expenses before reductions	.77%	.77%	.77%	.76%^A	.77%	.77%
Expenses net of fee waivers, if any	.77%	.77%	.77%	.76%^A	.77%	.77%
Expenses net of all reductions	.77%	.77%	.77%	.76%^A	.77%	.77%
Net investment income (loss)	1.34%	.99%	1.30%	1.61%^A	1.88%	2.28%
Supplemental Data
Net assets, end of period (in millions)	$ 246	$ 291	$ 380	$ 345	$ 329	$ 431
Portfolio turnover rate^G	131%	192%	222%	466%^{A, K}	430%	355%

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

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

^F 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%.

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

^H For the one month period ended August 31. The Fund changed its fiscal year from July 31 to August 31, effective August 31, 2011.

^I 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.

^J For the period ended July 31.

^K Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report

Financial Highlights - Class T

Years ended August 31,	2014	2013	2012	2011^H	2011^J	2010^J
Selected Per-Share Data
Net asset value, beginning of period	$ 10.20	$ 10.97	$ 10.90	$ 10.69	$ 10.84	$ 10.77
Income from Investment Operations
Net investment income (loss)^E	.140	.107	.143	.015	.201	.243
Net realized and unrealized gain (loss)	.277	(.454)	.327	.209	.098	.425
Total from investment operations	.417	(.347)	.470	.224	.299	.668
Distributions from net investment income	(.140)	(.101)	(.137)	(.014)	(.193)	(.233)
Distributions from net realized gain	(.007)	(.322)	(.263)	-	(.256)	(.365)
Total distributions	(.147)	(.423)	(.400)	(.014)	(.449)	(.598)
Net asset value, end of period	$ 10.47	$ 10.20	$ 10.97	$ 10.90	$ 10.69	$ 10.84
Total Return^{B, C, D}	4.12%	(3.27)%	4.41%	2.10%	2.86%	6.45%
Ratios to Average Net Assets^{F, I}
Expenses before reductions	.76%	.75%	.75%	.75%^A	.76%	.76%
Expenses net of fee waivers, if any	.76%	.75%	.75%	.75%^A	.76%	.76%
Expenses net of all reductions	.76%	.75%	.75%	.75%^A	.76%	.76%
Net investment income (loss)	1.36%	1.01%	1.32%	1.62%^A	1.89%	2.29%
Supplemental Data
Net assets, end of period (in millions)	$ 196	$ 228	$ 309	$ 286	$ 272	$ 335
Portfolio turnover rate^G	131%	192%	222%	466%^{A, K}	430%	355%

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

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

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

^H For the one month period ended August 31. The Fund changed its fiscal year from July 31 to August 31, effective August 31, 2011.

^J For the period ended July 31.

^K Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report

Financial Highlights - Class B

Years ended August 31,	2014	2013	2012	2011^H	2011^J	2010^J
Selected Per-Share Data
Net asset value, beginning of period	$ 10.20	$ 10.97	$ 10.90	$ 10.69	$ 10.84	$ 10.77
Income from Investment Operations
Net investment income (loss)^E	.063	.028	.062	.008	.122	.164
Net realized and unrealized gain (loss)	.278	(.454)	.328	.210	.098	.425
Total from investment operations	.341	(.426)	.390	.218	.220	.589
Distributions from net investment income	(.064)	(.022)	(.057)	(.008)	(.114)	(.154)
Distributions from net realized gain	(.007)	(.322)	(.263)	-	(.256)	(.365)
Total distributions	(.071)	(.344)	(.320)	(.008)	(.370)	(.519)
Net asset value, end of period	$ 10.47	$ 10.20	$ 10.97	$ 10.90	$ 10.69	$ 10.84
Total Return^{B, C, D}	3.36%	(3.99)%	3.64%	2.04%	2.10%	5.67%
Ratios to Average Net Assets^{F, I}
Expenses before reductions	1.50%	1.50%	1.49%	1.49%^A	1.50%	1.50%
Expenses net of fee waivers, if any	1.50%	1.50%	1.49%	1.49%^A	1.50%	1.50%
Expenses net of all reductions	1.50%	1.50%	1.49%	1.49%^A	1.50%	1.50%
Net investment income (loss)	.61%	.26%	.58%	.90%^A	1.15%	1.55%
Supplemental Data
Net assets, end of period (in millions)	$ 9	$ 13	$ 20	$ 26	$ 25	$ 38
Portfolio turnover rate^G	131%	192%	222%	466%^{A, K}	430%	355%

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

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

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

^H For the one month period ended August 31. The Fund changed its fiscal year from July 31 to August 31, effective August 31, 2011.

^J For the period ended July 31.

^K Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report

Financial Highlights - Class C

Years ended August 31,	2014	2013	2012	2011^H	2011^J	2010^J
Selected Per-Share Data
Net asset value, beginning of period	$ 10.20	$ 10.96	$ 10.90	$ 10.69	$ 10.84	$ 10.77
Income from Investment Operations
Net investment income (loss)^E	.059	.025	.060	.008	.121	.163
Net realized and unrealized gain (loss)	.278	(.443)	.318	.210	.098	.425
Total from investment operations	.337	(.418)	.378	.218	.219	.588
Distributions from net investment income	(.060)	(.020)	(.055)	(.008)	(.113)	(.153)
Distributions from net realized gain	(.007)	(.322)	(.263)	-	(.256)	(.365)
Total distributions	(.067)	(.342)	(.318)	(.008)	(.369)	(.518)
Net asset value, end of period	$ 10.47	$ 10.20	$ 10.96	$ 10.90	$ 10.69	$ 10.84
Total Return^{B, C, D}	3.32%	(3.93)%	3.53%	2.04%	2.09%	5.66%
Ratios to Average Net Assets^{F, I}
Expenses before reductions	1.54%	1.52%	1.51%	1.50%^A	1.51%	1.51%
Expenses net of fee waivers, if any	1.54%	1.52%	1.51%	1.50%^A	1.51%	1.51%
Expenses net of all reductions	1.54%	1.52%	1.51%	1.50%^A	1.51%	1.51%
Net investment income (loss)	.57%	.24%	.56%	.88%^A	1.14%	1.54%
Supplemental Data
Net assets, end of period (in millions)	$ 58	$ 73	$ 98	$ 95	$ 89	$ 118
Portfolio turnover rate^G	131%	192%	222%	466%^{A, K}	430%	355%

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

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

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

^H For the one month period ended August 31. The Fund changed its fiscal year from July 31 to August 31, effective August 31, 2011.

^J For the period ended July 31.

^K Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report

Financial Highlights - Government Income

Years ended August 31,	2014	2013	2012	2011^G	2011^I	2010^I
Selected Per-Share Data
Net asset value, beginning of period	$ 10.18	$ 10.95	$ 10.88	$ 10.68	$ 10.82	$ 10.76
Income from Investment Operations
Net investment income (loss)^D	.171	.138	.175	.018	.233	.275
Net realized and unrealized gain (loss)	.278	(.453)	.328	.199	.108	.415
Total from investment operations	.449	(.315)	.503	.217	.341	.690
Distributions from net investment income	(.172)	(.133)	(.170)	(.017)	(.225)	(.265)
Distributions from net realized gain	(.007)	(.322)	(.263)	-	(.256)	(.365)
Total distributions	(.179)	(.455)	(.433)	(.017)	(.481)	(.630)
Net asset value, end of period	$ 10.45	$ 10.18	$ 10.95	$ 10.88	$ 10.68	$ 10.82
Total Return^{B, C}	4.45%	(2.99)%	4.73%	2.03%	3.27%	6.69%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.45%	.45%	.45%	.45%^A	.45%	.45%
Expenses net of fee waivers, if any	.45%	.45%	.45%	.45%^A	.45%	.45%
Expenses net of all reductions	.45%	.45%	.45%	.45%^A	.45%	.45%
Net investment income (loss)	1.66%	1.31%	1.62%	1.91%^A	2.20%	2.60%
Supplemental Data
Net assets, end of period (in millions)	$ 3,157	$ 3,412	$ 4,313	$ 4,270	$ 4,167	$ 4,809
Portfolio turnover rate^F	131%	192%	222%	466%^{A, J}	430%	355%

^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 For the one month period ended August 31. The Fund changed its fiscal year from July 31 to August 31, effective August 31, 2011.

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

^I For the period ended July 31.

^J Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report

Financial Highlights - Institutional Class

Years ended August 31,	2014	2013	2012	2011^G	2011^I	2010^I
Selected Per-Share Data
Net asset value, beginning of period	$ 10.20	$ 10.97	$ 10.90	$ 10.69	$ 10.84	$ 10.77
Income from Investment Operations
Net investment income (loss)^D	.166	.133	.169	.017	.225	.267
Net realized and unrealized gain (loss)	.277	(.454)	.327	.210	.099	.425
Total from investment operations	.443	(.321)	.496	.227	.324	.692
Distributions from net investment income	(.166)	(.127)	(.163)	(.017)	(.218)	(.257)
Distributions from net realized gain	(.007)	(.322)	(.263)	-	(.256)	(.365)
Total distributions	(.173)	(.449)	(.426)	(.017)	(.474)	(.622)
Net asset value, end of period	$ 10.47	$ 10.20	$ 10.97	$ 10.90	$ 10.69	$ 10.84
Total Return^{B, C}	4.38%	(3.03)%	4.66%	2.12%	3.10%	6.70%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.51%	.51%	.51%	.52%^A	.52%	.53%
Expenses net of fee waivers, if any	.51%	.51%	.51%	.52%^A	.52%	.53%
Expenses net of all reductions	.51%	.51%	.51%	.52%^A	.52%	.53%
Net investment income (loss)	1.61%	1.26%	1.56%	1.84%^A	2.13%	2.52%
Supplemental Data
Net assets, end of period (in millions)	$ 298	$ 296	$ 334	$ 344	$ 344	$ 284
Portfolio turnover rate^F	131%	192%	222%	466%^{A, J}	430%	355%

^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.

^G For the one month period ended August 31. The Fund changed its fiscal year from July 31 to August 31, effective August 31, 2011.

^I For the period ended July 31.

^J Portfolio turnover rate excludes securities received or delivered in-kind.

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

Annual Report

Notes to Financial Statements

For the period ended August 31, 2014

(Amounts in thousands except percentages)

1. Organization.

Fidelity Government Income Fund (the Fund) is a fund of Fidelity Income Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Government Income and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

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.

Fidelity Central Fund

Investment
Manager

Investment Objective

Investment
Practices

Expense
Ratio*

Fidelity Mortgage Backed Securities Central Fund

Fidelity Investment Money Management, Inc. (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 .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.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

2. Investments in Fidelity Central Funds - continued

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

3. Significant Accounting Policies.

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 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.)

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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:

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Foreign government and government agency obligations and U.S. government and government agency obligations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. Collateralized mortgage obligations, commercial mortgage securities and U.S. government agency mortgage securities are 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. Options traded over-the-counter are valued using broker-supplied valuations and are categorized as Level 2 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.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. The principal amount on inflation-indexed securities is periodically adjusted to the rate of inflation and interest is accrued based on the principal amount. The adjustments to principal due to inflation are reflected as increases or decreases to Interest in the accompanying Statement of Operations.

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 and distribution and service plan 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.

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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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.

Dividends are declared and recorded daily and paid monthly from net investment income. Distributions from realized gains, if any, 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.

Book-tax differences are primarily due to futures contracts, swaps, options, market discount, partnerships (including allocations from Fidelity Central Funds), deferred trustees compensation 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	$ 81,897
Gross unrealized depreciation	(11,900)
Net unrealized appreciation (depreciation) on securities	$ 69,997

Tax Cost	$ 4,011,007

The tax-based components of distributable earnings as of period end were as follows:

Undistributed long-term capital gain	$ 3,985
Net unrealized appreciation (depreciation) on securities and other investments	$ 69,229

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

	August 31, 2014	August 31, 2013
Ordinary Income	$ 69,060	$ 134,183
Long-term Capital Gains	-	84,435
Total	$ 69,060	$ 218,618

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.

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.

Annual Report

3. Significant Accounting Policies - continued

Repurchase Agreements - continued

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.

4. Derivative Instruments.

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

Interest Rate Risk

Interest rate risk relates to the fluctuations in the value of interest-bearing securities due to changes in the prevailing levels of market interest rates.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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 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. Counterparty credit risk related to centrally cleared OTC swaps may be mitigated by the protection provided by the clearinghouse.

Annual Report

4. Derivative Instruments - continued

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

Primary Risk Exposure / Derivative Type	Net Realized Gain (Loss)	Change in Net Unrealized Appreciation (Depreciation)
Interest Rate Risk
Futures Contracts	$ 10,710	$ 1,239
Purchased Options	1,713	(1,216)
Swaps	(7,650)	(714)
Totals (a)	$ 4,773	$ (691)

(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.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Options - continued

underlying derivative instrument if the holder exercises the option on or before the expiration date. The Fund uses OTC options, such as swaptions, which are options where the underlying instrument is a swap, to manage its exposure to fluctuations in interest rates.

Annual Report

4. Derivative Instruments - continued

Swaps - continued

of Investments. Centrally cleared OTC swaps are marked-to-market daily and subsequent payments (variation margin) are made or received depending on the daily fluctuations in the value of the swaps and are recorded as unrealized appreciation or (depreciation). These daily payments, if any, are included in receivable or payable for daily variation margin for derivative instruments in the Statement of Assets and Liabilities. Any premiums for centrally cleared OTC swaps are recorded periodically throughout the term of the swap to variation margin and included in unrealized appreciation (depreciation) in the Statement of Assets and Liabilities. Any premiums are recognized as realized gain (loss) upon termination or maturity of the swap.

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.

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 $84,123 and $210,448, respectively.

6. Fees and Other Transactions with Affiliates.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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 annual management fee rate was .31% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 649	$ 8
Class T	-%	.25%	521	2
Class B	.65%	.25%	94	68
Class C	.75%	.25%	645	52
			$ 1,909	$ 130

Sales Load. FDC may receive a front-end sales charge of up to 4.00% for selling Class A shares and Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, .75% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

	Retained by FDC
Class A	$ 11
Class T	4
Class B*	23
Class C*	12
	$ 50

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

Annual Report

6. Fees and Other Transactions with Affiliates - continued

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 each respective class of the Fund, with the exception of Government Income. FIIOC receives an asset-based fee of .10% of Government Income'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
Class A	$ 452	.17
Class T	327	.16
Class B	26	.25
Class C	121	.19
Government Income	3,262	.10
Institutional Class	483	.16
	$ 4,671

Fund Wide Operations Fee. Pursuant to the Fund Wide Operations and Expense Agreement (FWOE), the investment adviser has agreed to provide for fund level expenses (which do not include transfer agent, Rule 12b-1 fees, compensation of the independent Trustees, interest (including commitment fees), taxes or extraordinary expenses, if any) in return for a FWOE fee equal to .35% less the total amount of the management fee. The FWOE paid by the Fund is reduced by an amount equal to the fees and expenses paid to the independent Trustees. For the period, the FWOE fee was equivalent to an annual rate of .04% of average net assets.

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 $7 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

8. Security Lending.

9. Expense Reductions.

Through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $2.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $23.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended August 31,	2014	2013
From net investment income
Class A	$ 3,486	$ 3,252
Class T	2,832	2,613
Class B	64	37
Class C	374	168
Government Income	54,450	49,780
Institutional Class	4,994	3,744
Total	$ 66,200	$ 59,594

Annual Report

10. Distributions to Shareholders - continued

Years ended August 31,	2014	2013
From net realized gain
Class A	$ 183	$ 11,175
Class T	147	8,673
Class B	8	596
Class C	46	2,876
Government Income	2,266	125,918
Institutional Class	210	9,786
Total	$ 2,860	$ 159,024

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended August 31,	2014	2013	2014	2013
Class A
Shares sold	4,076	8,104	$ 42,098	$ 85,854
Reinvestment of distributions	333	1,265	3,442	13,433
Shares redeemed	(9,464)	(15,428)	(97,492)	(162,383)
Net increase (decrease)	(5,055)	(6,059)	$ (51,952)	$ (63,096)
Class T
Shares sold	3,767	7,402	$ 38,865	$ 78,470
Reinvestment of distributions	282	1,047	2,910	11,108
Shares redeemed	(7,679)	(14,316)	(79,131)	(151,179)
Net increase (decrease)	(3,630)	(5,867)	$ (37,356)	$ (61,601)
Class B
Shares sold	28	94	$ 284	$ 1,008
Reinvestment of distributions	5	46	54	489
Shares redeemed	(468)	(744)	(4,813)	(7,820)
Net increase (decrease)	(435)	(604)	$ (4,475)	$ (6,323)
Class C
Shares sold	725	1,670	$ 7,489	$ 17,648
Reinvestment of distributions	31	217	321	2,305
Shares redeemed	(2,355)	(3,719)	(24,278)	(39,071)
Net increase (decrease)	(1,599)	(1,832)	$ (16,468)	$ (19,118)
Government Income
Shares sold	58,390	64,692	$ 600,976	$ 682,510
Reinvestment of distributions	5,285	16,002	54,536	169,563
Shares redeemed	(96,607)	(139,613)	(993,763)	(1,466,267)
Net increase (decrease)	(32,932)	(58,919)	$ (338,251)	$ (614,194)

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

11. Share Transactions - continued

	Shares		Dollars
Years ended August 31,	2014	2013	2014	2013
Institutional Class
Shares sold	9,661	10,037	$ 99,548	$ 106,129
Reinvestment of distributions	488	1,202	5,040	12,746
Shares redeemed	(10,680)	(12,650)	(110,265)	(133,805)
Net increase (decrease)	(531)	(1,411)	$ (5,677)	$ (14,930)

12. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Income Fund and the Shareholders of Fidelity Government Income Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Government Income Fund (a fund of Fidelity Income Fund) at August 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Government Income Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

October 21, 2014

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

Annual Report

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

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), a Director of FMR Co., Inc. (2007-2014) and was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Abigail P. Johnson (1961)
Year of Election or Appointment: 2009 Trustee Chairman of the Board of Trustees
	Ms. Johnson also serves as Trustee of other Fidelity funds. Ms. Johnson serves as President of FMR LLC (2013-present), President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (2011-present), Chairman and Director of FMR (2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

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

Annual Report

Independent Trustees:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Elizabeth S. Acton (1951)
Year of Election or Appointment: 2013 Trustee
	Ms. Acton also serves as Trustee or Member of the Advisory Board of other Fidelity funds. Prior to her retirement in April 2012, Ms. Acton was Executive Vice President, Finance (2011-2012), Executive Vice President, Chief Financial Officer (2002-2011), and Treasurer (2004-2005) of Comerica Incorporated (financial services). Prior to joining Comerica, Ms. Acton held a variety of positions at Ford Motor Company (1983-2002), including Vice President and Treasurer (2000-2002) and Executive Vice President and Chief Financial Officer of Ford Motor Credit Company (1998-2000). Ms. Acton currently serves as a member of the Board of Directors and Audit and Finance Committees of Beazer Homes USA, Inc. (homebuilding, 2012-present).
Albert R. Gamper, Jr. (1942)
Year of Election or Appointment: 2006 Trustee Chairman of the Independent Trustees
	Mr. Gamper also serves as Trustee of other Fidelity funds. Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Barnabas Health Care System. Previously, Mr. Gamper served as Vice Chairman of the Independent Trustees of certain Fidelity funds (2011-2012) and as Chairman of the Board of Governors, Rutgers University (2004-2007).
Robert F. Gartland (1951)
Year of Election or Appointment: 2010 Trustee
	Mr. Gartland also serves as Trustee of other Fidelity funds. Mr. Gartland is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Previously, Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).
Arthur E. Johnson (1947)
Year of Election or Appointment: 2008 Trustee
	Mr. Johnson also serves as Trustee of other Fidelity funds. Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present), AGL Resources, Inc. (holding company, 2002-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Ms. Abigail P. Johnson.
Michael E. Kenneally (1954)
Year of Election or Appointment: 2009 Trustee
	Mr. Kenneally also serves as Trustee of other Fidelity funds. Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity funds before joining the Board of Trustees (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management. Before joining Credit Suisse, he was an Executive Vice President and Chief Investment Officer for Bank of America Corporation. Earlier roles at Bank of America included Director of Research, Senior Portfolio Manager and Research Analyst, and Mr. Kenneally was awarded the Chartered Financial Analyst (CFA) designation in 1991.
James H. Keyes (1940)
Year of Election or Appointment: 2007 Trustee
	Mr. Keyes also serves as Trustee of other Fidelity funds. Mr. Keyes serves as a member of the Board and Non-Executive Chairman of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002). Previously, Mr. Keyes served as a member of the Board of Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, 1998-2013). Prior to his retirement, Mr. Keyes served as Chairman (1993-2002) and Chief Executive Officer (1988-2002) of Johnson Controls (automotive, building, and energy) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).
Marie L. Knowles (1946)
Year of Election or Appointment: 2001 Trustee Vice Chairman of the Independent Trustees
	Ms. Knowles also serves as Trustee of other Fidelity funds. Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007), URS Corporation (engineering and construction, 2000-2003) and America West (airline, 1999-2002).
Kenneth L. Wolfe (1939)
Year of Election or Appointment: 2005 Trustee
	Mr. Wolfe also serves as Trustee of other Fidelity funds. Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009). Mr. Wolfe previously served as Chairman of the Independent Trustees of other Fidelity funds (2008-2012).

Officers:

Correspondence intended for each officer may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Robert P. Brown (1963)
Year of Election or Appointment: 2012 Vice President of Fidelity's Bond Funds
	Mr. Brown also serves as Vice President of other funds. Mr. Brown serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2010-present), President, Bond Group of FMR (2011-present), Director and Managing Director, Research of Fidelity Management & Research (U.K.) Inc. (2008-present), and is an employee of Fidelity Investments. Previously, Mr. Brown served as President, Money Market Group of FMR (2010-2011) and Vice President of Fidelity's Money Market Funds (2010-2012).
Marc Bryant (1966)
Year of Election or Appointment: 2013 Assistant Secretary
	Mr. Bryant also serves as an officer of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC. Previously, Mr. Bryant served as Secretary and Chief Legal Officer of Fidelity Rutland Square Trust II (2010-2014). Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2013 President and Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Nancy D. Prior (1967)
Year of Election or Appointment: 2014 Vice President
	Ms. Prior also serves as Vice President of other funds. Ms. Prior serves as President, Fixed Income (2014-present), Vice Chairman of Pyramis Global Advisors, LLC (2014-present), and is an employee of Fidelity Investments (2002-present). Previously, Ms. Prior served as Vice President of Fidelity's Money Market Funds (2012-2014), President, Money Market and Short Duration Bond of FMR (2013-2014), President, Money Market Group of FMR (2011-2014), Managing Director of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of other Fidelity funds (2008-2009).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2009 Assistant Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2013 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Assistant Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Michael H. Whitaker (1967)
Year of Election or Appointment: 2008 Chief Compliance Officer
	Mr. Whitaker also serves as Chief Compliance Officer of other funds. Mr. Whitaker also serves as Compliance Officer of Fidelity Investments Money Management, Inc. (2014-present) and is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Government Income Fund voted to pay on October 13, 2014 to shareholders of record at the opening of business on October 10, 2014, a distribution of $0.012 per share derived from capital gains realized from sales of portfolio securities.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended August, 2014, $3,984,793, or, if subsequently determined to be different, the net capital gain of such year.

A total of 33.60% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund designates $47,442,899 of distributions paid during the period January 1, 2014 to August 31, 2014 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

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

The Bank of New York Mellon

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

Fidelity Automated Service
Telephone (FAST®) aaa3036349
1-800-544-5555

Automated line for quickest service

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

GOV-UANN-1014
1.789246.111

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Government Income

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

Annual Report

August 31, 2014

(Fidelity Cover Art)

Class A, Class T, Class B, and Class C are classes of Fidelity® Government Income Fund

Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Managers' review of fund performance and strategy.
Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	(Click Here)
Trustees and Officers	(Click Here)
Distributions	(Click Here)

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended August 31, 2014	Past 1 year	Past 5 years	Past 10 years
Class A (incl. 4.00% sales charge) ^A	-0.06%	2.27%	3.68%
Class T (incl. 4.00% sales charge) ^B	-0.04%	2.29%	3.69%
Class B (incl. contingent deferred sales charge)^C	-1.64%	2.01%	3.58%
Class C (incl. contingent deferred sales charge)^D	2.32%	2.32%	3.49%

^A As of April 1, 2007, Class A shares bear a 0.25% 12b-1 fee. The initial offering of Class A shares took place on October 24, 2006. Returns between October 24, 2006, and March 31, 2007, reflect a 0.15% 12b-1 fee. Returns prior to October 24, 2006, are those of Fidelity® Government Income Fund, the original class of the fund, which has no 12b-1 fee. Had Class A's current 12b-1 fee been reflected, returns prior to April 1, 2007, would have been lower.

^B Class T shares bear a 0.25% 12b-1 fee. The initial offering of Class T shares took place on October 24, 2006. Returns prior to October 24, 2006, are those of Fidelity® Government Income Fund, the original class of the fund, which has no 12b-1 fee. Had Class T's 12b-1 fee been reflected, returns prior to October 24, 2006, would have been lower.

^C Class B shares bear a 0.90% 12b-1 fee. The initial offering of Class B shares took place on October 24, 2006. Returns prior to October 24, 2006, are those of Fidelity Government Income Fund, the original class of the fund, which has no 12b-1 fee. Had Class B's 12b-1 fee been reflected, returns prior to October 24, 2006, would have been lower. Class B shares' contingent deferred sales charges included in the past one year, past five years, and past ten years total return figures are 5%, 2%, and 0%, respectively.

^D Class C shares bear a 1.00% 12b-1 fee. The initial offering of Class C shares took place on October 24, 2006. Returns prior to October 24, 2006, are those of Fidelity Government Income Fund, the original class of the fund, which has no 12b-1 fee. Had Class C's 12b-1 fee been reflected, returns prior to October 24, 2006, would have been lower. Class C shares' contingent deferred sales charges included in the past one year, past five years, and past ten years total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Government Income Fund - Class A on August 31, 2004, and the current 4.00% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the Barclays® U.S. Government Bond Index performed over the same period. See footnote A on the previous page for additional information regarding the performance of Class A.

aaa3036390

Annual Report

Management's Discussion of Fund Performance

Comments from William Irving and Franco Castagliuolo, Lead Portfolio Manager and Co-Portfolio Manager, respectively, of Fidelity Advisor® Government Income Fund: For the year, the fund's Class A, Class T, Class B and Class C shares rose 4.10%, 4.12%, 3.36% and 3.32%, respectively (excluding sales charges). Meanwhile, the Barclays® 75% U.S. Government/25% U.S. MBS Blended Index returned 4.01%. The fund's performance was boosted by its significant overweighting in mortgage-backed securities (MBS). The yield advantage of agency MBS helped them significantly outperform similar-duration U.S. Treasury securities, in which the fund was meaningfully underweighted. Our picks among MBS were advantageous as well, led by our overweighting in higher-coupon securities, which benefited from renewed investor demand as prepayments slowed. We trimmed our exposure to premiums based on our view that those we sold had reached their full value. An overweighting in agency commercial mortgage-backed securities (CMBS) issued by Freddie Mac also proved a sound strategy. Our out-of-benchmark stake in reverse mortgages was a plus. To manage various risks in the portfolio, we held certain derivatives contracts. On balance, the fund's derivatives holdings were a modest plus. An underweighting in agency debentures was a slight detractor from relative performance.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2014 to August 31, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio^B	Beginning Account Value March 1, 2014	Ending Account Value August 31, 2014	Expenses Paid During Period* March 1, 2014 to August 31, 2014
Class A	.77%
Actual		$ 1,000.00	$ 1,020.40	$ 3.92
Hypothetical^A		$ 1,000.00	$ 1,021.32	$ 3.92
Class T	.76%
Actual		$ 1,000.00	$ 1,020.50	$ 3.87
Hypothetical^A		$ 1,000.00	$ 1,021.37	$ 3.87
Class B	1.49%
Actual		$ 1,000.00	$ 1,016.80	$ 7.57
Hypothetical^A		$ 1,000.00	$ 1,017.69	$ 7.58
Class C	1.53%
Actual		$ 1,000.00	$ 1,016.60	$ 7.78
Hypothetical^A		$ 1,000.00	$ 1,017.49	$ 7.78
Government Income	.45%
Actual		$ 1,000.00	$ 1,021.10	$ 2.29
Hypothetical^A		$ 1,000.00	$ 1,022.94	$ 2.29
Institutional Class	.50%
Actual		$ 1,000.00	$ 1,021.80	$ 2.55
Hypothetical^A		$ 1,000.00	$ 1,022.68	$ 2.55

^A 5% return per year before expenses

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

Annual 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.

Coupon Distribution as of August 31, 2014
	% of fund's investments	% of fund's investments 6 months ago
Zero coupon bonds	0.0^†	0.0^†
0.01 - 0.99%	16.8	17.6
1 - 1.99%	15.4	12.3
2 - 2.99%	10.6	10.2
3 - 3.99%	18.7	20.8
4 - 4.99%	19.2	18.0
5 - 5.99%	13.6	14.6
6 - 6.99%	1.5	1.8
7% and above	0.3	0.3

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

Weighted Average Maturity as of August 31, 2014
		6 months ago
Years	5.9	6.1

Duration as of August 31, 2014
		6 months ago
Years	4.5	4.8

^† Amount represents less than 0.1%

Asset Allocation (% of fund's net assets)
As of August 31, 2014*			As of February 28, 2014**
	Mortgage Securities 29.4%			Mortgage Securities 29.3%
	CMOs and Other Mortgage Related Securities 18.0%			CMOs and Other Mortgage Related Securities 21.4%
	U.S. Treasury Obligations 43.7%			U.S. Treasury Obligations 40.2%
	U.S. Government Agency Obligations^† 3.4%			U.S. Government Agency Obligations^† 4.0%
	Foreign Government & Government Agency Obligations 3.7%			Foreign Government & Government Agency Obligations 3.1%
	Short-Term Investments and Net Other Assets (Liabilities) 1.8%			Short-Term Investments and Net Other Assets (Liabilities) 2.0%
* Foreign investments		3.7%	** Foreign investments		3.1%
* Futures and Swaps		4.3%	** Futures and Swaps		1.7%

aaa3036404

^† Includes NCUA Guaranteed Notes.

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

Annual Report

Investments August 31, 2014

Showing Percentage of Net Assets

U.S. Government and Government Agency Obligations - 47.1%
	Principal Amount (000s)		Value (000s)
U.S. Government Agency Obligations - 1.1%
Fannie Mae:
0.875% 2/8/18	$ 266		$ 262
1.625% 11/27/18	913		915
Small Business Administration guaranteed development participation certificates:
Series 2002-20J Class 1, 4.75% 10/1/22	1,891		1,994
Series 2002-20K Class 1, 5.08% 11/1/22	3,197		3,442
Series 2004-20H Class 1, 5.17% 8/1/24	987		1,070
Tennessee Valley Authority:
1.75% 10/15/18	23,006		23,144
5.25% 9/15/39	2,807		3,502
5.375% 4/1/56	8,429		10,580
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS			44,909
U.S. Treasury Inflation-Protected Obligations - 0.3%
U.S. Treasury Inflation-Indexed Bonds 1.375% 2/15/44	11,760		13,450
U.S. Treasury Obligations - 43.4%
U.S. Treasury Bonds:
3.125% 8/15/44	1,500		1,514
3.375% 5/15/44	8,265		8,751
3.625% 2/15/44	85,308		94,519
4.375% 2/15/38	30,154		37,429
5% 5/15/37 (c)	41,142		55,503
9.875% 11/15/15 (d)	10,285		11,476
U.S. Treasury Notes:
0.25% 7/15/15	3		3
0.25% 4/15/16	61,378		61,270
0.25% 5/15/16	17,502		17,460
0.375% 1/15/16	93,453		93,599
0.375% 3/15/16	20,000		20,016
0.5% 7/31/16 (b)	99,121		99,167
0.625% 7/15/16	57,927		58,099
0.625% 8/15/16	44,206		44,313
0.625% 11/15/16	4,315		4,315
0.625% 12/15/16	1,129		1,128
0.625% 2/15/17	12,000		11,971
0.625% 4/30/18	37,435		36,572
0.75% 1/15/17	10,000		10,013
0.75% 6/30/17	3,736		3,720
0.875% 9/15/16	10,000		10,066
U.S. Government and Government Agency Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Treasury Obligations - continued
U.S. Treasury Notes: - continued
0.875% 11/30/16	$ 7,522		$ 7,561
0.875% 1/31/17	704		707
0.875% 5/15/17	15,893		15,908
0.875% 7/15/17	770		769
0.875% 8/15/17	715		714
0.875% 1/31/18	4,683		4,637
0.875% 7/31/19	6,174		5,952
1% 10/31/16	39,991		40,325
1% 5/31/18	22,215		21,969
1.25% 11/30/18	35,000		34,686
1.375% 11/30/15	470		477
1.375% 7/31/18	39,780		39,802
1.375% 9/30/18	17,526		17,499
1.375% 2/28/19	69,770		69,268
1.5% 12/31/18	10,768		10,771
1.5% 1/31/19	43,197		43,163
1.625% 4/30/19	30,639		30,699
1.625% 6/30/19	59,352		59,403
1.625% 7/31/19	12,000		12,001
1.625% 8/31/19	15,000		14,998
1.75% 7/31/15	4		4
1.75% 10/31/20	18,000		17,824
1.875% 8/31/17	47,000		48,245
1.875% 9/30/17	67,400		69,127
2% 5/31/21	10,000		9,988
2.125% 6/30/21	22,000		22,136
2.25% 3/31/21	17,358		17,639
2.25% 4/30/21	52,303		53,120
2.25% 7/31/21	40,000		40,559
2.375% 6/30/18	26,608		27,639
2.375% 8/15/24	15,000		15,042
2.5% 6/30/17	10,000		10,441
2.5% 5/15/24	134,180		136,107
2.75% 11/30/16	18,530		19,404
3.125% 1/31/17	39,773		42,063
3.5% 2/15/18	33,836		36,477
4.5% 5/15/17	24,685		27,084
4.75% 8/15/17	12,983		14,410
TOTAL U.S. TREASURY OBLIGATIONS			1,719,522
U.S. Government and Government Agency Obligations - continued
	Principal Amount (000s)		Value (000s)
Other Government Related - 2.3%
National Credit Union Administration Guaranteed Notes:
Series 2010-A1 Class A, 0.5085% 12/7/20 (NCUA Guaranteed) (e)	$ 5,640		$ 5,645
Series 2011-R4 Class 1A, 0.5369% 3/6/20 (NCUA Guaranteed) (e)	5,125		5,136
National Credit Union Administration Guaranteed Notes Master Trust 3.45% 6/12/21 (NCUA Guaranteed)	74,000		79,350
TOTAL OTHER GOVERNMENT RELATED			90,131
TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $1,828,894)		1,868,012
U.S. Government Agency - Mortgage Securities - 8.9%

Fannie Mae - 1.8%
1.85% 10/1/33 (e)	236		245
1.885% 2/1/33 (e)	164		171
1.91% 12/1/34 (e)	229		241
1.91% 3/1/35 (e)	159		166
1.93% 10/1/33 (e)	82		86
1.94% 7/1/35 (e)	79		84
2.04% 11/1/33 (e)	471		495
2.05% 3/1/35 (e)	17		18
2.053% 6/1/36 (e)	190		204
2.139% 3/1/36 (e)	729		790
2.141% 7/1/34 (e)	123		131
2.19% 3/1/37 (e)	115		122
2.319% 11/1/36 (e)	142		152
2.333% 3/1/35 (e)	104		111
2.362% 7/1/35 (e)	319		340
2.372% 5/1/36 (e)	211		226
2.421% 10/1/33 (e)	153		163
2.503% 2/1/36 (e)	273		293
2.542% 6/1/42 (e)	523		539
2.691% 2/1/42 (e)	2,959		3,068
2.771% 1/1/42 (e)	2,845		2,957
2.949% 11/1/40 (e)	308		323
2.982% 9/1/41 (e)	349		365
3.083% 10/1/41 (e)	176		184
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Fannie Mae - continued
3.162% 3/1/42 (e)	$ 14,095		$ 14,798
3.189% 1/1/44 (e)	11,886		12,328
3.23% 7/1/41 (e)	569		598
3.326% 10/1/41 (e)	287		301
3.488% 3/1/40 (e)	2,794		2,922
3.553% 7/1/41 (e)	576		610
4% 2/1/42	517		548
5% 9/1/22 to 12/1/22	13,206		14,292
5.5% 1/1/29	2,945		3,272
6.5% 2/1/17 to 8/1/36	9,522		10,960
9.5% 10/1/20	30		34
11.5% 6/15/19 to 1/15/21	11		12
			72,149
Freddie Mac - 0.6%
1.82% 3/1/35 (e)	572		595
2.121% 5/1/37 (e)	323		346
2.49% 6/1/35 (e)	461		492
2.498% 2/1/36 (e)	30		32
2.571% 7/1/36 (e)	429		460
2.673% 7/1/35 (e)	1,363		1,461
2.823% 3/1/33 (e)	24		25
3% 11/1/42 to 2/1/43	4,961		4,975
3.068% 10/1/35 (e)	241		258
3.084% 9/1/41 (e)	3,243		3,396
3.237% 4/1/41 (e)	350		367
3.237% 9/1/41 (e)	354		373
3.28% 6/1/41 (e)	449		472
3.469% 5/1/41 (e)	394		416
3.637% 6/1/41 (e)	584		617
3.677% 5/1/41 (e)	497		524
4.5% 5/1/39 to 10/1/41	5,064		5,532
5.5% 7/1/29	55		61
6% 1/1/24	2,378		2,621
9.5% 6/1/18 to 8/1/21	38		41
12% 3/1/15	0*		0*
			23,064
Ginnie Mae - 6.5%
4.3% 8/20/61 (i)	5,013		5,373
4.5% 3/15/25 to 6/15/25	8,967		9,701
4.515% 3/20/62 (i)	18,882		20,533
4.53% 10/20/62 (i)	5,270		5,769
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Ginnie Mae - continued
4.55% 5/20/62 (i)	$ 37,799		$ 41,177
4.556% 12/20/61 (i)	20,806		22,598
4.604% 3/20/62 (i)	11,105		12,107
4.626% 3/20/62 (i)	8,149		8,873
4.649% 2/20/62 (i)	3,551		3,870
4.65% 3/20/62 (i)	7,349		8,019
4.682% 2/20/62 (i)	4,537		4,945
4.684% 1/20/62 (i)	26,428		28,779
4.804% 3/20/61 (i)	13,241		14,311
4.834% 3/20/61 (i)	24,462		26,478
5% 4/20/41 to 6/20/41	86		95
5.47% 8/20/59 (i)	2,487		2,632
5.492% 4/20/60 (i)	22,756		25,034
5.5% 11/15/35	3,236		3,627
5.612% 4/20/58 (i)	4,535		4,671
6% 6/15/36	7,537		8,626
			257,218
TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES (Cost $345,233)		352,431
Collateralized Mortgage Obligations - 12.0%

U.S. Government Agency - 12.0%
Fannie Mae:
floater:
Series 2001-38 Class QF, 1.135% 8/25/31 (e)	152		155
Series 2002-49 Class FB, 0.755% 11/18/31 (e)	149		150
Series 2002-60 Class FV, 1.155% 4/25/32 (e)	64		65
Series 2002-75 Class FA, 1.155% 11/25/32 (e)	131		134
Series 2010-15 Class FJ, 1.085% 6/25/36 (e)	10,540		10,723
pass-thru certificates Series 2012-127 Class DH, 4% 11/25/27	4,788		5,082
planned amortization class:
Series 2003-113 Class PE, 4% 11/25/18	4,052		4,233
Series 2005-19 Class PA, 5.5% 7/25/34	3,867		4,231
Series 2005-27 Class NE, 5.5% 5/25/34	3,502		3,681
Series 2005-64 Class PX, 5.5% 6/25/35	3,747		4,099
Series 2006-45 Class OP, 0% 6/25/36 (h)	1,547		1,399
Series 2010-118 Class PB, 4.5% 10/25/40	7,053		7,555
Series 2011-126 Class KB, 4% 12/25/41	6,260		6,537
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Government Agency - continued
Fannie Mae: - continued
sequential payer:
Series 2003-117 Class MD, 5% 12/25/23	$ 1,762		$ 1,902
Series 2004-91 Class Z, 5% 12/25/34	10,562		11,601
Series 2005-117 Class JN, 4.5% 1/25/36	645		707
Series 2005-14 Class ZB, 5% 3/25/35	3,168		3,492
Series 2005-47 Class HK, 4.5% 6/25/20	5,877		6,196
Series 2006-72 Class CY, 6% 8/25/26	7,060		7,848
Series 2009-14 Class EB, 4.5% 3/25/24	5,648		5,984
Series 2009-59 Class HB, 5% 8/25/39	4,215		4,645
Series 2010-97 Class CX, 4.5% 9/25/25	10,813		12,006
Series 2009-85 Class IB, 4.5% 8/25/24 (g)	859		70
Series 2009-93 Class IC, 4.5% 9/25/24 (g)	1,276		102
Series 2010-139 Class NI, 4.5% 2/25/40 (g)	7,306		1,207
Series 2010-39 Class FG, 1.075% 3/25/36 (e)	6,397		6,555
Series 2010-97 Class CI, 4.5% 8/25/25 (g)	2,738		244
Freddie Mac:
floater:
Series 2530 Class FE, 0.755% 2/15/32 (e)	91		93
Series 2630 Class FL, 0.655% 6/15/18 (e)	101		101
Series 2682 Class FB, 1.055% 10/15/33 (e)	5,846		5,956
Series 2711 Class FC, 1.055% 2/15/33 (e)	3,717		3,772
planned amortization class:
Series 1141 Class G, 9% 9/15/21	86		100
Series 2006-3245 Class ME, 5.5% 6/15/35	1,763		1,791
Series 2356 Class GD, 6% 9/15/16	41		43
Series 2376 Class JE, 5.5% 11/15/16	270		281
Series 2381 Class OG, 5.5% 11/15/16	153		158
Series 2672 Class MG, 5% 9/15/23	7,120		7,817
Series 2682 Class LD, 4.5% 10/15/33	777		842
Series 2810 Class PD, 6% 6/15/33	48		49
Series 3415 Class PC, 5% 12/15/37	1,124		1,210
Series 3763 Class QA, 4% 4/15/34	3,380		3,559
planned amortization class sequential payer Series 2005-2963 Class VB, 5% 11/15/34	5,040		5,355
sequential payer:
Series 2004-2802 Class ZG, 5.5% 5/15/34	10,941		12,455
Series 2587 Class AD, 4.71% 3/15/33	5,785		6,287
Series 2773 Class HC, 4.5% 4/15/19	704		753
Series 2877 Class ZD, 5% 10/15/34	12,086		13,386
Series 3007 Class EW, 5.5% 7/15/25	8,875		9,881
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Government Agency - continued
Freddie Mac: - continued
sequential payer:
Series 3277 Class B, 4% 2/15/22	$ 5,900		$ 6,227
Series 3578 Class B, 4.5% 9/15/24	6,576		6,905
Series 3871 Class KB, 5.5% 6/15/41	13,870		15,832
Series 4181 Class LA, 3% 3/15/37	5,000		5,159
Ginnie Mae guaranteed REMIC pass-thru certificates:
floater:
Series 2008-2 Class FD, 0.6362% 1/20/38 (e)	475		479
Series 2008-73 Class FA, 1.0162% 8/20/38 (e)	3,262		3,324
Series 2008-83 Class FB, 1.0562% 9/20/38 (e)	3,328		3,394
Series 2009-108 Class CF, 0.755% 11/16/39 (e)	2,195		2,217
Series 2011-H21 Class FA, 0.7552% 10/20/61 (e)(i)	8,174		8,208
Series 2012-H01 Class FA, 0.8552% 11/20/61 (e)(i)	6,812		6,869
Series 2012-H03 Class FA, 0.8552% 1/20/62 (e)(i)	4,204		4,240
Series 2012-H06 Class FA, 0.7852% 1/20/62 (e)(i)	6,384		6,419
Series 2012-H07 Class FA, 0.7852% 3/20/62 (e)(i)	3,894		3,921
Series 2014-H02 Class FB, 0.8052% 12/20/63 (e)(i)	42,613		42,909
Series 2014-H03 Class FA, 0.7552% 1/20/64 (e)(i)	18,639		18,753
floater sequential payer Series 2011-150 Class D, 3% 4/20/37	799		810
planned amortization class:
Series 2010-112 Class PM, 3.25% 9/20/33	427		430
Series 2010-99 Class PT, 3.5% 8/20/33	547		550
sequential payer Series 2011-69 Class GX, 4.5% 5/16/40	10,205		11,095
Series 2010-H13 Class JA, 5.46% 10/20/59 (i)	13,102		13,843
Series 2010-H15 Class TP, 5.15% 8/20/60 (i)	20,341		22,326
Series 2010-H17 Class XP, 5.3001% 7/20/60 (e)(i)	26,688		29,239
Series 2010-H18 Class PL, 5.01% 9/20/60 (e)(i)	19,980		21,875
Series 2011-71:
Class ZB, 5.5% 8/20/34	23,800		27,192
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Government Agency - continued
Ginnie Mae guaranteed REMIC pass-thru certificates: - continued
Series 2011-71:
Class ZC, 5.5% 7/16/34	$ 21,992		$ 25,318
Series 2012-64 Class KB, 4.0807% 5/20/41 (e)	2,419		2,731
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $466,967)		474,757
Commercial Mortgage Securities - 3.2%

Freddie Mac:
pass thru-certificates floater Series KF01 Class A, 0.505% 4/25/19 (e)	5,352		5,360
pass-thru certificates sequential payer Series K011 Class A2, 4.084% 11/25/20	3,740		4,108
sequential payer:
Series K006 Class A2, 4.251% 1/25/20	24,840		27,395
Series K009 Class A2, 3.808% 8/25/20	32,528		35,214
Series K034 Class A1, 2.669% 2/25/23	15,253		15,675
Series K032 Class A1, 3.016% 2/25/23	27,448		28,653
Series K501 Class A2, 1.655% 11/25/16	9,650		9,803
TOTAL COMMERCIAL MORTGAGE SECURITIES (Cost $125,170)		126,208
Foreign Government and Government Agency Obligations - 3.7%

Israeli State (guaranteed by U.S. Government through Agency for International Development):
5.5% 9/18/23	72,266		88,769
5.5% 12/4/23	48		59
Jordanian Kingdom 2.503% 10/30/20	41,050		41,710
Ukraine Government 1.844% 5/16/19	15,277		15,269
TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $132,247)		145,807

Fixed-Income Funds - 22.9%
	Shares
Fidelity Mortgage Backed Securities Central Fund (f) (Cost $866,107)	8,387,564		909,967
Cash Equivalents - 5.1%
	Maturity Amount (000s)		Value (000s)
Investments in repurchase agreements in a joint trading account at 0.06%, dated 8/29/14 due 9/2/14:
(Collateralized by U.S. Government Obligations) #	$ 102,704		$ 102,703
(Collateralized by U.S. Government Obligations) # (a)	101,070		101,069
TOTAL CASH EQUIVALENTS (Cost $203,772)		203,772

Purchased Swaptions - 0.0%
	Expiration Date	Notional Amount (000s)
Put Options - 0.0%
Option on an interest rate swap with JP Morgan Chase Bank, N.A. to pay a fixed rate of 3.3825% and receive a floating rate based on 3-month LIBOR (Cost $1,266)	1/13/15	$ 42,345	50

TOTAL INVESTMENT PORTFOLIO - 102.9% (Cost $3,969,656)			4,081,004
NET OTHER ASSETS (LIABILITIES) - (2.9)%			(116,451)
NET ASSETS - 100%		$ 3,964,553
TBA Sale Commitments
	Principal Amount (000s)
Fannie Mae
3% 9/1/44 (Proceeds $13,965)	$ (14,300)		(14,232)

Futures Contracts
	Expiration Date	Underlying Face Amount at Value (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Purchased
Treasury Contracts
38 CBOT 10 Year U.S. Treasury Note Contracts	Dec. 2014	$ 4,780	$ 14
566 CBOT 2 Year U.S. Treasury Note Contracts	Jan. 2015	123,981	(98)
194 CBOT 5 Year U.S. Treasury Note Contracts	Dec. 2014	23,054	(5)
246 CBOT Long Term U.S. Treasury Bond Contracts	Dec. 2014	34,463	462
323 CBOT Ultra Long Term U.S. Treasury Bond Contracts	Dec. 2014	50,227	1,069
TOTAL TREASURY CONTRACTS		$ 236,505	$ 1,442

The face value of futures purchased as a percentage of net assets is 6%

For the period, the average monthly underlying face amount at value for futures contracts in the aggregate was $259,213,000.

Swaps
Interest Rate Swaps
Clearinghouse/ Counterparty(1)	Expiration Date	Notional Amount (000s)	Payment Received	Payment Paid	Value (000s)	Upfront Premium Received/ (Paid)(2) (000s)	Unrealized Appreciation/(Depreciation) (000s)
CME	Sep. 2016	$ 11,353	3-month LIBOR	1%	$ 2	$ 0	$ 2
CME	Sep. 2019	6,754	3-month LIBOR	2.25%	(55)	0	(55)
CME	Sep. 2024	25,110	3-month LIBOR	3.25%	(749)	0	(749)
CME	Sep. 2044	1,044	4%	3-month LIBOR	88	0	88
TOTAL INTEREST RATE SWAPS					$ (714)	$ 0	$ (714)